Fondul Proprietatea SA
Semi-Annual Report for the six-month period ended 30 June 2021
This is a translation from the official Romanian version.
Fondul Proprietatea SA
Contents
List of Abbreviations ...... 2 Overview ...... 3 Analysis of the Fund’s Activity ...... 6 Regulated Stock Market Trading...... 6 Management and Governance of the Fund ...... 7 Performance Objectives...... 8 GDR Facility...... 9 2021 Special Dividend Distribution ...... 9 Investor Relations...... 9 Buy-back Programmes...... 10 General Shareholders Meeting Resolutions in the first six months of 2021...... 13 Impact of COVID-19 Pandemic on the Fund’s Activity...... 13 Regulatory Updates...... 14 Portfolio Analysis and Financial Highlights ...... 17 NAV Methodology and NAV Evolution ...... 17 Investment Strategy and Portfolio Analysis ...... 18 Energy Sector Updates ...... 20 Update on the Largest 10 Portfolio Holdings ...... 22 Key Financial Highlights ...... 29 Risks and Uncertainties ...... 32 Financial Statements Analysis ...... 35 Subsequent Events ...... 39
Annexes
Annex 1 Condensed Interim Financial Statements for the six-month period ended 30 June 2021, prepared in accordance with IAS 34 Interim Financial Reporting and applying the FSA Norm no. 39/ 2015, regarding the approval of the accounting regulations in accordance with IFRS, applicable to the entities authorised, regulated and supervised by the FSA – Financial Investments and Instruments Sector
Annex 2 Statement of Assets and Obligations of Fondul Proprietatea SA as at 30 June 2021, prepared in accordance with CNVM Regulation 4/2010 (Annex no. 4)
Annex 3 Statement of the persons responsible
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 1
Fondul Proprietatea SA
List of Abbreviations
AIF Alternative Investment Fund Romanian Law no. 243/2019 on the regulation of alternative investment funds and AIF Law amending and supplementing certain normative acts Regulation no. 7/2020 on the authorisation and function of alternative investment AIF Regulation funds, issued by the Financial Supervisory Authority AIFM Alternative Investment Fund Manager AIFM Directive Directive 2011/61/EU on Alternative Investment Fund Managers ANAR National Administration of Romanian Waters ANRE Romanian Energy Regulatory Authority ATS Alternative Trading System BVB Bucharest Stock Exchange CIVM Certification of registration of securities CNVM National Securities Commission (currently FSA) Companies’ Law Law 31/1990 regarding companies, with subsequent amendments Depozitarul Central SA Romanian Central Depositary ESEF European single electronic format ESG Environmental, Social and Governance EU European Union Fondul Proprietatea/ the Fund/ FP Fondul Proprietatea SA FSA Romanian Financial Supervisory Authority FTIS/ Alternative Investment Fund Franklin Templeton International Services S.à r.l. Manager/ Sole Director GDP Gross Domestic Product GDR Global Depositary Receipt GEO Government Emergency Ordinance GEO 114/29 December 2018 on the implementation of certain measures in the field of GEO 114/2018 public investments and of fiscal-budgetary measures and the amendment and completion of certain normative acts GEO 1/ 9 January 2020 regarding some fiscal-budgetary measures and the GEO 1/2020 amendment and completion of some normative acts GEO 70/ 14 May 2020 on the regulation of certain measures, starting with 15 May GEO 70/2020 2020, in the context of the epidemiological situation caused by the spread of SARS- CoV-2 coronavirus GEO 84/2021 GEO 84/ 5 August 2021 which brought modifications to GEO 70/2020 GSM General Shareholders Meeting IFRS International Financial Reporting Standards as endorsed by the European Union IPS Investment Policy Statement LSE London Stock Exchange NAV Net Asset Value PRIIPs Packaged retail and insurance-based investment products OGSM Ordinary General Meeting of Shareholders REGS Main market (Regular) of Bucharest Stock Exchange RRR Regulatory Rate of Return
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 2
Fondul Proprietatea SA
Overview
Company Information Fondul Proprietatea was incorporated on 28 December 2005 as a joint stock company operating as a closed-end investment company. The Fund is registered with the Bucharest Trade Register under the number J40/21901/2005 and has the sole registration code 18253260. The Fund’s investment objective is the maximisation of returns to shareholders and the increase of the net asset value per share via investments mainly in Romanian equities and equity-linked securities. During the reporting period, the Fund was managed by FTIS as its Sole Director and AIFM under the AIFM Directive and local implementation regulations, based on the Management Agreement in force between 1 April 2020 – 31 March 2022. The portfolio management and the administrative activities are performed by FTIS via its Bucharest Branch. Since 25 January 2011, the Fund’s shares have been listed on BVB. Since 29 April 2015, the Fund’s GDRs issued by The Bank of New York Mellon as GDR Depositary, having the Fund’s shares as support, have been listed on the Specialist Fund Market of LSE.
Share information Primary listing Bucharest Stock Exchange – since 25 January 2011 Secondary listing London Stock Exchange – since 29 April 2015 BVB symbol FP LSE symbol FP. Bloomberg ticker on BVB FP RO Bloomberg ticker on LSE FP/ LI Reuters ticker on BVB FP.BX Reuters ticker on LSE FPq.L ISIN ROFPTAACNOR5 FSA register no PJR09SIIR/400006/18.08.2010 LEI code 549300PVO1VWBFH3DO07 CIVM registration no AC-4522-6/14.10.2020 Source: Fondul Proprietatea
Shareholder Information Shareholder Structure as at 30 June 20211
Shareholder categories % of subscribed % of paid-in share % of voting share capital capital rights2 Romanian institutional shareholders 32.58 34.31 39.68 Romanian private individuals 17.45 18.37 21.25 The Bank of New York Mellon (GDRs)3 15.99 16.84 19.45 Foreign institutional shareholders 13.12 13.82 15.98 Foreign private individuals 2.89 3.05 3.53 Romanian State represented by Ministry of Finance 5.14 0.10 0.11 Treasury shares4 12.83 13.51 - Source: Depozitarul Central SA
As at 30 June 2021 the Fund had 8,928 shareholders and the total number of voting rights was 5,919,449,900.
1 Information provided based on settlement date of transactions 2 The unpaid shares of the Romanian State, represented by the Ministry of Finance, and the treasury shares held by FP were not taken into consideration at the calculation of the total number of voting rights 3 Fondul Proprietatea held 36,988 GDRs as at 30 June 2021 4 925,046,604 treasury shares out of which 797,961,287 treasury shares acquired in the eleventh buyback program and 127,085,317 treasury shares acquired in the twelfth buyback program (based on Depozitarul Central SA) Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 3
Fondul Proprietatea SA
Largest Shareholders
Latest ownership % of voting Shareholder disclosure rights NN Group 6 March 2020 10.01% Silver Point Capital Funds 4 May 2021 5.07% Allianz-Tiriac private pension funds 1 July 2019 5.05% Source: ownership disclosures submitted by shareholders
Disclosure of holdings during the period According to the disclosure received by the Fund: AIO V (Ireland) Finance Designated Activity Company and AIO VI (Ireland) Finance Designated Activity Company held together, as of 27 April 2021, a number of 241,913,750 voting rights, representing 4.050% of the total number of voting rights in Fondul Proprietatea; Silver Point Luxembourg Platform S.a.r.l., Silver Point Distressed Opportunities Fund, L.P., Silver Point Distressed Opportunities Offshore Master Fund, L.P., Silver Point Distressed Opportunity Institutional Partners, L.P. and Silver Point Distressed Opportunity Institutional Partners (Offshore), L.P. held together, as of 26 April 2021, a number of 302,600,000 voting rights, representing 5.07% of the total number of voting rights in Fondul Proprietatea.
Share Capital Information
Share capital information 30 June 2021 30 June 2020 31 December 2020 Issued share capital (RON) 3,749,282,292.08 3,959,264,762.44 3,749,282,292.08 Paid in share capital (RON) 3,560,099,870.08 3,770,082,340.44 3,560,099,870.08 Number of shares in issue 7,210,158,254 7,613,970,697 7,210,158,254 Number of paid shares 6,846,345,904 7,250,158,347 6,846,345,904 Nominal value per share (RON) 0.52 0.52 0.52 Source: Fondul Proprietatea
Summary of Financial Results The following table shows a summary of the financial information of the Fund during the period:
NAV* and share price developments** Notes H1 2021 H1 2020 YE 2020 Total shareholders’ equity at the end of the period (RON million) 11,428.7 10,141.4 10,266.9 Total shareholders’ equity change in period (%) +11.3% -14.6% -13.5% Total NAV at the end of the period (RON million) a 11,428.7 10,141.4 10,266.9 Total NAV change in period (%) +11.3% -14.6% -13.5% NAV per share at the end of the period (RON) a 1.9309 1.5622 1.6974 NAV per share at the end of the period (USD) a 0.4661 0.3613 0.4280 NAV per share change in the period (%) +13.8% -9.9% -2.1% NAV per share total return in the period (%) g +18.4% -5.9% +2.2% Share price as at the end of the period (RON) b 1.8500 1.2600 1.4500 Share price low in the period (RON) b 1.4400 0.9980 0.9980 Share price high in the period (RON) b 1.8600 1.3800 1.4500 Share price change in the period (%) +27.6% +4.1% +19.8% Share price total return in the period (%) h +32.9% +9.9% +26.4% Share price discount to NAV as at the end of the period (%) d -4.2% -19.3% -14.6% Average share price (discount) / premium in the period (%) d -4.2% -23.6% -21.1% Average daily share turnover in the period (RON million) c 4.3 8.7 7.4 GDR price as at the end of the period (USD) e 22.6000 14.4000 17.1000 GDR price low in the period (USD) e 17.4000 11.2000 11.2000 GDR price high in the period (USD) e 22.6000 15.7000 17.3000 GDR price change in the period (%) +32.2% +5.1% +24.8% GDR price total return in the period (%) i +37.1% +10.4% +31.1%
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 4
Fondul Proprietatea SA
NAV* and share price developments** Notes H1 2021 H1 2020 YE 2020 GDR price discount to NAV as at the end of the period (%) d -3.0% -20.3% -20.1% Average GDR price (discount) / premium in the period (%) d -5.9% -24.8% -21.7% Average daily GDR turnover in the period (USD million) f 1.2 0.8 0.8 Source: Fondul Proprietatea, BVB (for shares) and Bloomberg (for GDRs) * NAV for the end of each period was computed in the last working day of the month ** Period should be read as H1 2021/ H1 2020/ year end 2020, respectively
Notes: a. Prepared based on local rules issued by the capital market regulator (NAV in USD using the BNR FX rate at the reporting date) b. Source: BVB - REGS market - Closing prices c. Source: BVB d. Share Price/ GDR Price (discount)/ premium to NAV as at the end of the period (%) is calculated as the discount between FP share closing price on BVB - REGS/ FP GDR closing price on LSE on the last trading day of the period and the NAV per share at the end of the period; the average discount/ premium is calculated according to IPS, using the latest published NAV per share at the date of calculation (NAV in USD using the BNR FX rate at the reporting date) and include both the days with premium and discount e. Source: LSE - Closing prices f. Source: LSE and Bloomberg g. The NAV per Share Total Return is calculated in RON by geometrically linking total returns for all intermediate periods when official NAV is published. Each total return for a single period is calculated using the following formula: the NAV per share at the end of the period plus any cash distribution during the period, dividing the resulting sum by the official NAV per share at the beginning of the period. The resulting single period total returns are geometrically linked to result in the overall total return. The Fund uses this indicator as it is directly related to the performance objectives of the Fund included in the IPS h. The Share Price Total Return is calculated in RON by geometrically linking daily total returns. Daily total return is calculated as the closing price at the end of the day, plus any cash distributions on that day, dividing the resulting sum by the closing price of the previous day. The resulting single period total returns are geometrically linked to result in the overall total return. The Fund uses this indicator as it is directly related to the performance objectives of the Fund included in the IPS i. The GDR Price Total Return is calculated in USD by geometrically linking daily total returns. Daily total return is calculated as the closing price at the end of the day, plus any cash distributions on that day, dividing the resulting sum by the closing price of the previous day. The resulting single period total returns are geometrically linked to result in the overall total return. The Fund uses this indicator as it is directly related to the performance objectives of the Fund included in the IPS
The table below presents the unaudited results of the Fund in accordance with IFRS for the six months ended 30 June 2021:
RON million 30 June 2021 30 June 2020 (Loss)/ Profit for the six months ended 1,801.1 (848.6) Total shareholders’ equity as at 11,428.7 10,141.4 The main contributor to the profit in the first six months of 2021 was the net unrealised gain from equity investments at fair value through profit or loss amounting to RON 1,189.6 million, generated by OMV Petrom SA as a result of the positive evolution of this company’s share price during the first semester of 2021 (increase of RON 243.8 million, share price increase of 16.9%) and by the increase in the value of unlisted holdings in the portfolio following the valuation update process (mainly due to Hidroelectrica SA, that registered an increase in valuation of RON 909.7 million). For more details, please see the section Financial Statements Analysis.
Contact Details Address: 78-80 Buzesti Street1, 7th floor, District 1, postal code 011017, Bucharest, Romania. Web: www.fondulproprietatea.ro E-mail: [email protected] [email protected] Telephone: +40 21 200 9600 Fax: +40 21 200 9631/32
1 Please see section Subsequent events for updates regarding the Fund’s address Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 5
Fondul Proprietatea SA
Analysis of the Fund’s Activity Regulated Stock Market Trading Local Stock Market Evolution During the first six months of 2021, BVB recorded the second highest increase compared to the largest markets in Central Europe, in both local and EUR currency terms, as shown in the table below: % change in H1 2021 in local currency in EUR ATX (Austria) 22.36% 22.36% BET-XT (Romania) 20.68% 19.24% BUX (Hungary) 6.75% 16.69% PX (Czech Republic) 12.24% 15.41% WIG20 (Poland) 11.82% 13.19% Source: Bloomberg Average Daily Turnover (RON million)
H1 2020 H1 2021
12.07 11.53 9.48 7.26
4.33 3.63 3.80 4.06 2.25 1.84 2.11 2.07 0.46 1.33 0.29 1.01 0.93 1.14 1.03 0.97 FP Banca OMV BRD Nuclearelectrica Romgaz Medlife Evergent Transgaz Electrica Transilvania Petrom Investments
Source: BVB, Bloomberg
Fund’s Share Price and Discount / Premium History (RON per share)
1.90 8%
1.73 0%
1.56 -8%
1.40 -16%
1.23 -24%
1.07 -32%
0.90 -40% 1/20 2/20 4/20 5/20 7/20 8/20 9/20 11/20 12/20 2/21 3/21 5/21 6/21 Adjusted Share Price Discount / Premium (%)
Source: Bloomberg for Adjusted Share Price, Fondul Proprietatea for Discount / Premium(%) Note: The discount/ (premium) is calculated in accordance with the IPS i.e. the discount/ (premium) between the FP shares closing price on the BVB - REGS for each trading day and the latest published NAV per share at the date of calculation
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 6
Fondul Proprietatea SA
The share price had an impressive performance in the first half of the year, reaching another milestone in the Fund’s history: trading at a premium. As at the end of the first six months of the year, on 30 June 2021, the share price was RON 1.8500, implying a trading premium of 0.77%, based on the NAV available at the date of the calculation.
Management and Governance of the Fund
Changes in FTIS Bucharest Branch’s management On 9 February 2021, the AIFM informed investors of the following changes in FTIS Bucharest Branch’s management: Mr Calin Metes was promoted to Deputy CEO for investment activities of the AIFM for Romanian business and Deputy Portfolio Manager of the Fund; Mr Marius Dan was promoted to Deputy CEO for corporate strategy activities of the AIFM for Romanian business and the Fund; Mr Daniel Naftali was promoted to Deputy Portfolio Manager of the Fund. Mr Calin Metes, Mr Marius Dan and Mr Daniel Naftali will continue to report to Mr Johan Meyer, CEO of the AIFM for Romanian business and Portfolio Manager of the Fund.
AIF Law implementation In June and July 2021, the FSA sent several comments for the documents filed in the Fund’s application for registering as an AIF, related to the draft of prospectus and its annexes, the rules of the Fund and the PRIIPS Key Information Document. The AIFM updated the documentation and sent the new set of documents to FSA gradually, last set of documents being registered on 20 August 2021.
Board of Nominees changes As mentioned in the 2020 Annual Report of the Fund, two members of the Board of Nominees (Mr Julian Healy and Mr Piotr Rymaszewski) reached nine years as members of the Board in 2021 and as a result, a succession plan was implemented. On 24 March 2021, the shareholders of the Fund voted the proposed candidates and decided to appoint Mr Nicholas Paris for replacing Mr Julian Healy and Mr Ömer Tetik for replacing Mr Piotr Rymaszewski. Both newly appointed members of the Board of Nominees started their three (3) years mandates on 6 April 2021 Starting with 6 April 2021 the composition of the Board of Nominees changed, considering the start of the new members’ mandates for Ömer Tetik and Nicholas Paris, and the current composition is: Ilinca von Derenthall – Chairperson of the Board of Nominees; Ciprian Lăduncă – Member of the Board of Nominees and Chairperson of Audit and Valuation Committee; Nicholas Paris – Member of the Board of Nominees and Chairperson of Nomination and Remuneration Committee; Mark Gitenstein – Member of the Board of Nominees; Ömer Tetik – Member of the Board of Nominees.
For more details regarding the members of Board of Nominees please check the Fund’s website www.fondulproprietatea.ro.
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 7
Fondul Proprietatea SA
Performance Objectives According to the Management Agreement in force starting with 1 April 2020, the First Reporting Period of the mandate is from 1 January until 31 December 2020 and the Second Reporting Period is from 1 January until 31 December 2021. In accordance with the Fund’s IPS, there are two performance objectives that the AIFM is aiming to achieve. The NAV objective refers to an Adjusted NAV1 per share in the last day of the Reporting Period higher than the reported NAV per share as at the end of the previous Reporting Period. The discount objective implies the discount between the closing price of the Fund’s shares on BVB – REGS and the latest reported NAV per share to be equal to, or lower than 15%, in at least 2/3 of the trading days in the Reporting Period. NAV Objective – Second reporting period (interim monitoring) The Adjusted NAV per share as at 30 June 2021 was 18.1% higher than the 31 December 2020 NAV per share of RON 1.6974. NAV Objective Amount RON Details
Total NAV as 30 June 2021 11,428,655,133 Dividend gross distribution 427,147,747 Special dividend gross distribution of RON 0.072 per share, with Ex-date 27 May 2021, Registration date 28 May 2021 and Payment date 22 June 2021 Distribution fees for cash distributions (return of capital/ 4,271,477 Distribution fee for the 2021 special dividend distribution dividend) after 31 December 2020 Distribution fees for buy-backs performed after 2,096,557 Distribution fees for buy-backs, after 31 December 2020 31 December 2020 Costs related to buy-backs after 31 December 2020 642,308 Fees related to twelfth buy-back programme after 31 December 2020, excluding the distribution fees for buy- backs, plus fees related to the eleventh buy-back programme which were paid after 31 December 2020 Costs related to the returns of capital and dividends 1,286 Fees charged by the Central Depositary and Paying Agent after 31 December 2020 for the payments performed for returns of capital and dividends
Total Adjusted NAV as at 30 June 2021 11,862,814,509
Number of Fund's paid shares, less treasury shares 5,918,548,522 and GDRs held as at 30 June 2021
Adjusted NAV per share as at 30 June 2021 2.0044
NAV per share as at 31 December 2020 1.6974 Difference 0.3070 % 18.09% Source: Fondul Proprietatea The total NAV as at 30 June 2021 was 11.3% higher compared to the end of 2020, while the NAV per share increased by 13.8% over the same period. OMV Petrom SA, the largest listed holding in the portfolio, recorded a share price increase of 16.9% with a total NAV impact of RON 243.8 million. Additionally, the value of Hidroelectrica SA increased by RON 909.7 million (share price increase of 17.7%) following the valuation updates conducted in March and June 2021. The Sole Director is committed to its continued efforts to protect shareholders’ value and to implement the necessary measures in accordance with the IPS in order to address this volatile environment. Since the beginning of 2021, the Sole Director proposed, and shareholders already approved, the following cash distributions: during the 28 April 2021 shareholders’ meeting a gross cash special dividend distribution of RON 0.072 per share with payment date on 22 June 2021; during the 16 July 2021 shareholders’ meeting a gross cash special dividend distribution of RON 0.07 per share with payment date on 27 August 2021.
1 Summarizing the provisions of the IPS, the adjusted NAV for a given date is calculated as the sum of: (i) the reported NAV as at the end of the Reporting Period; (ii) any distributions to shareholders, being either dividend or non-dividend ones (i.e. in the last case following reductions of the par value of the shares and distribution to the shareholders), implemented after the end of the previous Reporting Period, and (iii) any distribution fee and any transaction/ distribution costs relating to either dividend or non- dividend distributions including buy-backs of shares/ GDRs/ depositary interests executed through daily acquisitions or public tenders after the end of the previous Reporting Period. The adjusted NAV per share is equal to the adjusted NAV divided by the total number of the Fund’s paid shares, less FP ordinary shares bought back and less equivalent in FP ordinary shares of FP GDRs acquired and not yet converted into FP ordinary shares, on the last day of the Reporting Period. For more details, please refer to the IPS available on the Fund’s webpage. Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 8
Fondul Proprietatea SA
Discount Objective – Second reporting period (interim monitoring) In the period between 1 January 2021 and 30 June 2021, the discount to NAV was below 15%, for both shares and GDRs in all trading days. Discount / Premium (%) Evolution1 Average discount / premium Premium as at Maximum premium during Maximum discount during the during the interim monitoring 30 June 2021 the interim monitoring period interim monitoring period period 0.77% 5.2% (12.8%) (4.2%) Source: Fondul Proprietatea The AIFM will continue its efforts to reduce and maintain a low discount to NAV as we firmly believe that the Fund’s shares should be trading at a low level of discount to NAV given the quality of the underlying portfolio assets, our track record in working with the portfolio companies to improve efficiency and profitability, the attractive dividend yield, the ongoing buy-back programmes and our transparency, disclosure, and proactive investor relations efforts.
GDR Facility The GDR facility is limited to one-third of the Fund’s subscribed share capital under the Romanian securities regulations, or 48,067,721 GDRs as at 30 June 2021, each GDR representing 50 shares. As at 30 June 2021, 1,153,121,800 of the Fund’s issued shares were held by The Bank of New York Mellon, the GDR depositary bank, accounting for 23,062,436 GDRs, representing 47.97% of the GDR facility.
2021 Special Dividend Distribution On 28 April 2021, the shareholders approved the distribution of a gross special dividend of RON 0.072 per share, with Ex-date on 27 May 2021 and Registration date on 28 May 2021. The Fund started the payment of dividends on 22 June 2021. The payments of the distributions to shareholders are performed through the Romanian Central Depositary, according to the legislation in force, as follows: a) for shareholders having a custodian/ brokerage account, directly by the respective custodian bank or broker; b) for all other shareholders: (i) by the Central Depositary, through BRD Groupe Societe Generale (acting as Payment Agent), for bank transfers when the supporting documentation required by the Central Depositary, along with a payment request, have been submitted; (ii) by the Payment Agent for cash payments at any of its agencies, or by bank transfer (when the supporting documentation required by the Payment Agent and a payment request were submitted to the Payment Agent). Also, as an important notice to shareholders, this dividend payment is subject to the general statute of limitation. As such, shareholders may request the payments only within a three-year term starting with the Payment Date, namely by 22 June 2024. For more details regarding subsequent distributions, please see section Subsequent events.
Investor Relations In the first six months of the year, we continued our efforts to increase the visibility and the profile of the Fund, and to keep investors and shareholders up to date with the effects of the pandemic and of the entire economic environment on the Fund and its portfolio companies. As travel restrictions imposed by the pandemic continue worldwide, the investor meetings and conferences continue to be held in the online environment. During this period, we participated in 4 online investors conferences organised by international brokers, where we discussed with representatives of 44 international asset managers. Furthermore, during the same period, we had 51 additional conference calls with analysts, brokers, current and prospective investors interested in the latest developments regarding the Fund’s corporate actions and its portfolio companies. On 23 February, we organised a conference call to present and discuss the Fund’s 2020 annual results, and on
1 The daily discount is calculated in accordance with the IPS, i.e. the discount between the FP shares closing price on the BVB – REGS for each trading day and the latest reported NAV per share at the date of calculation. Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 9
Fondul Proprietatea SA
17 May we held the Q1 2021 results conference. 28 analysts and investors participated in the conference calls and received information regarding the financial results, and latest updates regarding the Fund and its portfolio holdings. Communication between the Fund Manager and investors remains our top priority as we aim to ensure that investors are informed about the latest developments and obtain feedback as we continue to focus on maximising shareholder value.
Buy-back Programmes Overview of share buy-back programmes since listing No. of shares Programme Period repurchased Tender offer Cancellation of shares (million shares) First May – Sep 2011 240.3 N/A Completed Second Apr – Dec 2013 1,100.9 Oct – Nov 2013 Completed Third Mar – Jul 2014 252.9 N/A Completed Fourth Oct 2014 – Feb 2015 990.8 Nov – Dec 2014 Completed Fifth Feb – Jul 2015 227.5 N/A Completed Sixth Sep 2015 – Sep 2016 891.7 Aug – Sep 2016 Completed Seventh Sep 2016 – May 2017 830.2 Feb – Mar 2017 Completed Eight May – Nov 2017 141.9 N/A Completed Ninth Nov 2017 – Dec 2018 1,488.0 Jan – Feb 2018 Completed Tenth Jan – Dec 2019 403.8 Jul – Aug 2019 Completed. Eleventh Jan – Dec 2020 798.0 Jan – Mar 2020/ Finalised on 31 December 2020. During April 2021 July – Sep 2020/ Oct – GSM, the shareholders approved the cancelation of Dec 2020 shares and the process is ongoing. Twelfth Jan - June 2021 129.8 N/A Approved during 13 November 2020 GSM and started on 1 January 2021 (at transaction date). TOTAL 7,495.8 Source: Fondul Proprietatea
Discount / Premium evolution and buy-back programmes The chart below presents the evolutions of the discount / premium and trading price by reference to the buy-back programmes and dividend distributions implemented:
Start of the FY 2019 Completion of Completion of Completion of dividend distribution Start of the RON 0.072 special TO 7 TO 8 TO 9 dividend distribution 1.90 8% Start of Start of Start of TO 7 TO 8 TO 9 1.73 0%
1.56 -8%
1.40 -16%
1.23 -24%
1.07 -32%
0.90 -40% 1/20 2/20 4/20 5/20 7/20 8/20 9/20 11/20 12/20 2/21 3/21 5/21 6/21
11th buy-back programme 12th buy-back programme Adjusted Share Price Discount / Premium (%)
Source: Bloomberg for Adjusted Share Price, Fondul Proprietatea for Discount/ Premium(%) Note: The discount/ (premium) is calculated in accordance with the IPS i.e. the discount/ (premium) between the FP shares closing price on the BVB - REGS for each trading day and the latest published NAV per share at the date of calculation
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 10
Fondul Proprietatea SA
During the six months ended 30 June 2021, the Fund bought back a total number of 129,836,095 own shares within the twelve buy-back programme (out of which 92,357,045 ordinary shares and 37,479,050 ordinary shares corresponding to GDRs), representing 1.8% of the total issued shares as at 30 June 2021, for a total acquisition value of RON 211,262,977, excluding transaction costs. The total number of own shares (including shares corresponding to GDRs) held by the Fund as at 30 June 2021 is 927,797,382 own shares, having a total nominal value of RON 482,454,638.6 (RON 0.52 per share). During 2021 the Fund converted 712,593 GDRs into 35,629,650 ordinary shares. As at 30 June 2021, the Fund held 36,988 GDRs. The table below shows a summary of the buy-back programmes during the first six months of 2021: Equivalent No of shares of Total no of % of issued Programme Description shares* GDRs* shares share capital*** Opening balance as at 11th 797,961,287 - 797,961,287 1 January 2021 Acquisitions - - - Conversions - - - Cancellations - - - Closing balance as at 30 June 2021 797,961,287 - 797,961,287 11.1% Weighted average price 1.3247 16.3185 1.3347 (RON per share; USD per GDR)**
Opening balance as at 12th - - - 1 January 2021 Acquisitions 92,357,045 37,479,050 129,836,095 Conversions 35,629,650 (35,629,650) - Closing balance as at 30 June 2021 127,986,695 1,849,400 129,836,095 1.8% Weighted average price 1.6357 19.8599 1.6272 (RON per share; USD per GDR)** Total balance of treasury shares as All 925,947,982 1,849,400 927,797,382 12.9% at 30 June 2021 Source: Fondul Proprietatea * Based on the transaction date ** Weighted average price is calculated based on transaction price, excluding the related transaction costs, for the entire buy-back programme ***calculated as the total number of shares acquired within the programme (own shares and shares corresponding to GDRs) divided by the number of shares corresponding to the issued share capital at the end of the programme (for completed programmes)/ at the reporting date (for ongoing programmes). The eleventh buy-back programme The eleventh buy-back programme has been finalized on 31 December 2020. During the 28 April 2021 Extraordinary General Shareholders’ Meeting, the Fund’s Sole Director proposed, and the shareholders approved the cancellation of the 797,961,287 treasury shares repurchased through the eleventh buy-back programme. The Fund will undertake all the required legal and regulatory steps for the cancelation of the shares. The twelfth buy-back programme During the 13 November 2020 GSM the shareholders approved the twelfth buy-back programme for a maximum number of 800,000,000 shares and/ or equivalent GDRs corresponding to shares, starting with 1 January 2021 until 31 December 2021, at a price that cannot be lower than RON 0.2 per share or higher than RON 2 per share. The shares repurchased during the buy-back programme will be cancelled. The Fund selected Auerbach Grayson in consortium with Swiss Capital to provide brokerage services for the programme. The Fund is allowed to buy back daily up to 25% of the average daily volume of the Fund’s shares (in the form of ordinary shares or GDRs) on the regulated market on which the purchase is carried out, calculated in accordance with the applicable law. Impact of the buy-back programmes on the Fund’s equity The Fund recognises the treasury shares (repurchases of own shares and GDRs) at trade date as a deduction from shareholders’ equity (in an equity reserve account). Treasury shares are recorded at acquisition cost, including brokerage fees, distribution fees and other transaction costs directly related to their acquisition. Upon completion of all legal and regulatory requirements, the treasury shares are cancelled and netted off against the share capital and/ or other reserves. The details on the accounting treatment to be applied for the registration and cancellation of treasury shares can be found in the FSA Norm no. 39/2015, article 75.
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A negative equity element arises upon cancelation of the shares acquired in a buy-back programme, where the acquisition price is higher than the nominal value, but this does not generate an additional shareholder’s equity decrease. At the cancellation date, only a reallocation between the equity accounts is booked, without any impact on profit or loss, and without generating additional shareholders’ equity decrease (the decrease is recorded at share acquisition date). Article 75 from Norm no. 39/2015 mentions that the negative balance arising on the cancellation of equity instruments may be covered from the retained earnings and other equity elements, in accordance with the resolution of the General Shareholders Meeting. As at 30 June 2021, the Fund’s equity elements that could be used to cover the negative reserve are sufficient and include retained earnings, reserves and share capital. Coverage of the negative reserves The total negative reserves of RON 236,026,121, recorded by the Fund as at 31 December 2020 were related to the cancellation of the shares acquired within the tenth buy-back programme. During the 28 April 2020 Annual GSM, shareholders approved the allocation of RON 236,026,121 from 2019 audited profit to other reserves in order to be available for covering the related negative reserves. During the 2021 annual shareholders’ meeting from 28 April 2021, shareholders approved the coverage of the negative reserve using the amount of RON 236,026,121 allocated to other reserves specially for this purpose, according to the resolution of 28 April 2020 General Shareholders’ Meeting. During the 28 April 2021 Annual GSM, shareholders approved the cancellation of the 797,961,287 treasury shares repurchased within the eleventh buy-back programme, and also the allocation to other reserves of RON 671,941,938 from the balance of distributions for which the statute of limitation occurred and from the 2017-2019 FY, , in order to be available for covering the related negative reserve. The negative reserve will be booked and recorded upon the finalisation of the legal required steps, while de actual coverage of this negative reserve using the amount of RON 671,941,938 transferred to other reserves will be submitted for shareholders’ approval during the annual shareholders’ meeting subsequent to the completion of all cancellation steps.
The table below shows the movement of the negative reserves during the first six months of 2021: All amounts in RON Opening balance of the negative reserve as at 1 January 2021 (audited) 236,026,121 Coverage of negative reserves according with GSM Resolution no. 2/ 28 April 2021 (tenth buy-back (236,026,121) programme) Closing balance of the negative equity reserve at 30 June 2021 (unaudited) - The table below shows additional details on the estimated negative reserve that will arise upon the cancelation of the treasury shares in balance, as at 30 June 2021: Negative reserve that would arise on cancelation of the treasury shares Buy-back Buy-back
in balance as at 30 June 2021 programme 11 programme 12 Number of shares to be cancelled (1) 797,961,287 129,836,095 Total costs (including transaction costs and other costs), representing the (2) 1,086,881,807 213,563,385 accounting value of the shares to be cancelled in the future (RON) Correspondent nominal value (NV = RON 0.52 per share) (RON) (3)=(1)*NV 414,939,869 67,514,769
Estimated negative reserve to be booked on cancelation (RON) (4)=(3)-(2) (671,941,938) (146,048,616) Source: Fondul Proprietatea Cancellation of shares acquired within the eleventh buy-back programme During the Annual GSM held on 28 April 2021 the shareholders approved the decrease of the subscribed share capital of the Fund from RON 3,749,282,292.08 to RON 3,334,342,422.84, following the cancellation of the 797,961,287 shares acquired within the eleventh buy-back programme. The share capital decrease will take place based on Article 207 (1) (c) of Companies’ Law no. 31/1990 and will be effective after all the following conditions are met: (i) the GSM resolution is published in the Official Gazette of Romania, Part IV for at least two months – the resolution was published in the Official Gazette of Romania no. 1731/18 May 2021 and the two-month term expired on 18 July 2021; (ii) FSA endorses the amendment of Article 7 (1) of the Constitutive Act of the Fund as approved by shareholders during the GSM – the request was filed and the FSA’s process for endorsement is ongoing;
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(iii) the shareholders’ resolution for approving the share capital decrease is registered with the Trade Registry – this is the last step and should be performed after FSA issues the decision for endorsing the changes. At the date of this report the condition (ii) and (iii) are ongoing.
General Shareholders Meeting Resolutions in the first six months of 2021 During H1 2021 there were three shareholders meetings: During the 14 January 2021 Extraordinary General Meeting of the Fund the shareholders approved several amendments to the Constitutive Act; During the 24 March 2021 OGM of the Fund the shareholders approved the appointment of Mr Nicholas Paris for replacing Mr Julian Healy, and the appointment of Mr Ömer Tetik for replacing Mr Piotr Rymaszewski. Both newly appointed members of the Board of Nominees started their three (3) years mandates on 6 April 2021; During the 28 April 2021 Annual GSM of the Fund the shareholders approved: o One change to Constitutive Act as recommended by FSA; o The decrease of the subscribed share capital of the Fund from RON 3,749,282,292.08 to RON 3,334,342,422.84 following the cancellation of the 797,961,287 shares acquired within the eleventh buy- back programme; o The continuation of the AIFM’s mandate; o The Annual Activity Report of the Sole Director for the period ended on 31 December 2020, and the financial statements; o The coverage of the negative reserves incurred in 2020 from the cancelation of treasury shares; o The coverage of the accounting loss of RON 102,978,968 incurred in the 2020 financial year; o The distribution of a gross special dividend of RON 0.072 per share, following the approval of the coverage of the negative reserves, and coverage of the accounting loss mentioned above (payment date 22 June 2021); o The allocation to other reserves of an amount of RON 671,941,938 to be used for covering the negative reserves estimated to arise from the cancellation of treasury shares acquired during 2020 through the 11th buy-back programme; o The approval of the Remuneration Policy; o The appointment of Ernst & Young Assurance Services SRL as financial auditor of the Fund for 2022 - 2024.
Impact of COVID-19 Pandemic on the Fund’s Activity Overview On 11 March 2020, the World Health Organisation declared the epidemic of COVID-19 a pandemic. Starting with 15 May 2020, there is a state of alert that was periodically extended and the next Government Decision in this regard is expected to be announced in September 2021. The authorities might impose additional local restrictions depending on the evolution of the pandemic context. The Government has also implemented various measures to help the economy deal with COVID-19 pandemic effects, ensure social protection for vulnerable categories, and prepare the health system: extended guarantees for companies taking loans for investments and working capital, covering the costs with technical unemployment for companies that suspend their operations due to the pandemic, procurement of medical equipment and medical protection equipment, additional bonuses to healthcare sector employees, acquisition of hygiene goods, and the possibility to suspend mortgage and consumer loan payments for a limited period of time, as well as other measures. Economic impact It is more than one year since Covid-19 was declared a global pandemic and the current projections are more optimistic compared to the previous year reflecting the additional fiscal support received in a few of the large economies and the anticipated vaccine-powered recovery in the second half of the year. After an estimated
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contraction of –3.3% in 2020, the last global economy projections show an unchanged forecast for 2021 since April, with a projected growth of 6%, and 4.9% in 20221. Regarding the monetary changes during the period, major central banks are assumed to leave policy rates unchanged throughout the forecast horizon (end of 2022). Some emerging market central banks have begun reducing support, and more are expected to follow suit later in 2021. It is expected that the Romanian economy will experience a growth during 2021, depending on the evolution of the pandemic. According with National Commission for Strategy and Prognosis2 (April prognosis) the Romania's GDP contracted by 3.9% in 2020. A growth of 5.0% is forecasted for 2021. During the first half of 2021, the Romanian capital market3 registered significant increases for the investors trading on the BVB. In a context dominated by the coronavirus pandemic, the last 6 months brought an increase of BET index, and its equivalent including dividends, BET-TR, new all-time highs were recorded in June by BET and BET-TR indices. After the first 6 months of the year, BET increased by 21% and BET-TR by 24.9%. In the trading session of June 28th, the BET index reached an all-time high of 11,967 points, while the BET-TR index displayed a new record of 20,784 points. Portfolio impact Given the current economic context as a result of COVID-19 pandemic, which caused significant economic changes around the world, the Fund has performed an assessment of the related impact on the valuation of unlisted holdings in the portfolio. KPMG Advisory Romania has assisted with the preparation of new valuation reports for 8 unlisted companies. The valuation date for the updated reports is 31 May 2021 (date for the market multiples) and is based on the financial data of the companies as at 31 March 2021. The reports considered all relevant subsequent events until 30 June 2021 (such as dividends declared).The total impact was an increase in value of the unlisted holding with 8.99%/ RON 922.8 million on 30 June 2021 NAV compared to 31 December 2020 NAV. During this volatile and uncertain period, the Fund will continue to closely monitor the evolution of financial markets and that of the specific industries the unlisted holdings operate in, and for each NAV reporting date will assess if an updated valuation is required. Impact on operations and business continuity The Sole Director has taken a number of precautionary measures to limit the impact of COVID-19 on the Fund’s activity. The business continuity plan has been activated to protect and minimise risk to employees, while also ensuring no disruption to business operations and management of Fondul Proprietatea. The Sole Director has a robust and regularly tested work-from-home capability and 90% of Bucharest employees have worked remotely since 16 March 2020. The Fund’s business operations continue to be fully functional. The Sole Director has also temporarily suspended all business travel. At its headquarters, additional hygiene and disinfection measures have been implemented. The communication with the Fund’s shareholders takes place smoothly in the new circumstances: the Sole Director continues to provide regular updates to them via current reports, conference calls, usual calls, e-mails and updates on the Fund’s website. The only restriction that temporarily applies is that shareholders are no longer able to visit the Fund’s office. The Sole Director does not envisage difficulties for the Fund in fulfilling commitments to shareholders and obligations to third parties, the current and estimated future cash flows being sufficient to cover the payments and the ongoing distributions to shareholders during the year.
Regulatory Updates SFDR implementation The European Union has set in motion a legislative programme to make environmental, social and governance concerns a central plank of regulation in the financial services industry. As part of this package, the Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability related disclosures in the financial services sector (SFDR) was published in December 2019 and needed to be implemented until March 2021. The AIFM has implemented a policy for integrating sustainability risks and
1 International Monetary Fund World Economic Outlook July 2021 2 https://cnp.ro/user/repository/prognoze/EN_Spring_Forecast_2021.pdf 3 https://bvb.ro/press/2021/BVB_Monthly%20report%20June%202021.pdf Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 14
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opportunities into their research, analysis and investment decision-making processes. Sustainability risk means an environmental, social, or governance event or condition, that, if it occurs, could potentially or actually cause a material negative impact on the value of the Fund’s investments. Sustainability risks can either represent a risk on their own or have an impact on other risks such as market risks, operational risks, liquidity risks or counterparty risks. Sustainability risks are important elements to consider in order to enhance long-term risk adjusted returns for investors and determine specific Fund’s strategy risks and opportunities. Integration of sustainability risk may vary depending on the Fund’s strategy, assets and/ or portfolio composition. The AIFM makes use of specific methodologies and databases into which environmental, social, and governance data from external research companies, as well as own research results, are incorporated. Assessment of sustainability risks is complex and may be based on ESG data, which is difficult to obtain and incomplete, estimated, out of date or otherwise materially inaccurate. Even when identified, there can be no guarantee that these data will be correctly assessed. To the extent that a sustainability risk occurs, or occurs in a manner that is not anticipated by the AIFM’s models, there may be a sudden, material negative impact on the value of an investment, and hence on the NAV. Such negative impact may have an equivalent negative impact on the market price for shares traded on BVB or on GDRs traded on LSE. The AIFM published at the beginning of March 2021 an updated Investor Disclosure paper presenting the sustainability risk, as requested under SFDR. Romanian state prohibited from selling shares in Romanian companies for two years In August 2020, the Romanian Parliament enacted Law 173/2020 regarding certain measures for protecting national interest within the economic activity. The law entered into force on 16 August 2020, banning the sale of shareholdings owned by the Romanian state in national companies, banks or other companies in which the state is a shareholder, irrespective of the ownership percentage, for the next two years. Ownership transfers that commenced before the entry into force of the law are suspended for a two-year term. Even though this suspension will not apply to finalised privatisations, these restrictions will likely impact the Romanian market. The law is likely to complicate the long-awaited listing of energy producer Hidroelectrica SA, Romania's most valuable state company, and other ongoing sales of companies where the state holds shares. On 5 October 2020, GEO no. 166/2020 entered into force, setting exceptions from Law 173/2020. On 3 February 2021, the Government proposed for Parliament’s approval a new draft of law that repeals the requirements in Law 173/2020 regarding the state prohibition to sell shares in Romanian companies, which was adopted by the Senate on 22 March 2021. The draft is still in Parliament for other legislative procedure. There is no time estimation as to when this law will enter into force, but the Romanian Parliament is in official holiday in July – August and we do not expect any change until this report is published. Changes in Romanian Water Law During 2020, the Parliament approved several changes to the Water Law which entered into force on 13 July 2020 while the Romanian Government changed the Water Law starting with 31 December 2020 via a GEO. According to these changes, all owners of water installations that collect underground or surface waters are required to install water metering devices within 6 months calculated from 13 July 2020. Failure to comply with this requirement, even for well justified technical reasons, could lead to the obligation to pay the water contribution to ANAR at the level of the maximum authorised flow. For the purpose of calculating the water volume used by its hydropower plants to produce electricity Hidroelectrica SA has been using an indirect calculation method based on the electricity volume produced by each hydro-unit. Hidroelectrica SA management considers it technically unfeasible to install standard water meters as required by the law, given the size and the variety of technical specifications of its power plants. Following the latest changes approved in December 2020, further amendments to Romanian Water Law are currently debated in Parliament, with a potential impact on the activity of Hidroelectrica SA. On 8 February 2021, the Senate, as first chamber discussing the amendments, approved a change that would allow Hidroelectrica SA to continue to use indirect methods for determining the water volumes as before July 2020 (i.e. cancelling the effects of the changes in legislation adopted after July 2020). The law then moved to the Chamber of Deputies which was the decisional body. Here it suffered unexpected changes brough by the Agricultural Commission which included a flat-water contribution for hydropower producer of RON 33/ MWh. This would push Hidroelectrica SA production costs in an average hydrological year to around RON 528 million from around RON 350 million based on the system until 2020, leading to a more than 10% increase in Hidroelectrica’s over-all average production cost. The law is currently re-assessed by the same Agricultural Committee in the Chamber of Deputies.
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The entire legislative process involves several mandatory steps, and the final wording of the law cannot be predicted. The changes in legislation are estimated to be effective after the date of publication of this report. The Fund is monitoring the legislative process in Parliament, as well as Hidroelectrica SA ongoing discussions with ANAR in order to be able to assess any potential impact on the company. The Romanian Parliament is in official holiday in July – August and we don’t expect any change until this report is published. European Single Electronic Format Reporting In March 2021, FSA issued regulation 7/2021 regarding the obligations of the issuers, whose securities are admitted to trading on a regulated market, to issue the annual financial statements in the single electronic reporting format, which was published in the Official Gazette of Romania and entered into force on 24 March 2021. By means of this law, FSA delayed by one year the application of the ESEF requirements for listed companies’ annual financial reports, starting with the reporting for financial years beginning on or after 1 January 2021. Also, FSA allowed that listed companies who wish to publish their ESEF 2020 annual financial reports will still be able to proceed. For the year end 2020, the Fund voluntary decided to publish the Annual Report in the single electronic reporting format, which can be found on Fondul Proprietatea’s website. FSA Regulation no. 6/2021 In March 2021, FSA published the Regulation no. 6/2021 amending and supplementing the Regulation no 7/2020 on the authorisation and functioning of alternative investment funds, which modifies the NAV monthly report. The changes would be applicable to the Fund starting the date when the Fund’s registration process as an alternative investment fund with the FSA is finalized – as at today we cannot estimate when this process will be completed due to the high number of subjects in discussion between the Fund and the FSA.
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Portfolio Analysis and Financial Highlights
NAV Methodology and NAV Evolution The key performance indicator of the Fund is its Net Asset Value. The Fund is required to publish a monthly net asset value per share in accordance with the local rules issued by the capital market regulator, no later than 15 calendar days after the reporting month end. All NAV reports are published on the Fund’s website at www.fondulproprietatea.ro, together with the share price and discount / premium information. Listed securities are valued either at closing market prices if listed on regulated markets, or at reference prices if listed on an ATS. In case of shares listed on ATS the reference price is considered to be the average price. Illiquid or unlisted securities are valued using either the value of shareholders’ equity, as per the latest available annual financial statements, proportionally with the stake held, or at fair value according to International Valuation Standards. The shares in the companies under insolvency or reorganisation procedures, in companies under a judicial liquidation procedure or any other liquidation procedures, as well as in companies under temporary or permanent suspension of operation, are valued at zero until the procedure is finalised. The treasury shares acquired through buybacks are excluded from the number of shares used in the NAV per share computation. Due to the fact that in substance the Fund’s GDRs are similar to the ordinary shares to which they correspond, in the computation of the number of shares used for the NAV per share calculation, the equivalent number of shares corresponding to the GDRs bought back and held by the Fund as at the NAV reporting date is also deducted, together with the number of ordinary own shares bought back and held. Changes to NAV reporting Romanian AIF Law and AIF Regulation became effective in 2020, requiring the Fund to apply for FSA authorisation as an AIF and bringing various changes to the internal procedures of the Fund, including the NAV reporting process. The current NAV calculation methodology did not require any significant change, as the valuation rules for the portfolio instruments are mainly the same. Most of the amendments in the new AIF legislation refer to: changes in the reporting templates provided by the regulator; new reporting requirements regarding leverage as part of the NAV reporting; certain changes in NAV reporting publication deadlines – both NAV calculation and the Annex containing the detailed statement of investments, are to be published after FSA review. However, the changes would be applicable to the Fund starting the date when the Fund’s registration process as an alternative investment fund with the FSA is finalised. NAV per share (RON per share) The following chart shows information on the monthly published NAVs per share for the period 31 December 2020 to 30 June 2021:
Dividend per share: 0.0720 RON 1.98 1.92 1.86 1.80 1.74 1.9309 1.68 1.8166 1.8358 1.62 1.7578 1.6974 1.7216 1.7095 1.56 1.50 Dec-20 Jan Feb Mar Apr May Jun Source: Fondul Proprietatea, based on NAV reports submitted to the FSA, computed for the last working day of the month
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During the first quarter of 2021, the NAV per share had an increase of 7.0% compared to the end of the previous year, mainly due to the positive share price evolution of the Fund’s listed holdings, principally OMV Petrom SA (impact on the Fund’s NAV of RON 263.6 million or RON 0.0436 per share) and due to the increase in valuation of the unlisted holding Hidroelectrica SA (impact on the Fund’s NAV of RON 417.9 million or RON 0.0691 per share). During the second quarter of 2021 the NAV per share had an overall increase of 6.3% compared to the end of the first quarter, mainly due to the dividends recorded from portfolio companies (impact on the Fund’s NAV of RON 649.0 million), to the valuation update of the unlisted holdings in the portfolio (impact on the Fund’s NAV of RON 504.5 million compared with 31 March 2021), as well as to the twelfth buyback programme carried out by the Fund during this period. In June 2021, the Fund performed valuation updates for 8 unlisted holdings representing 97.9% from the Fund’s total unlisted portfolio at 31 March 2021. The valuation was performed with the assistance of KPMG Advisory, in accordance with International Valuation Standards. The valuation date for the updated reports is 31 May 2021 (date for the market multiples) and is based on the financial data of the companies as at 31 March 2021. The reports also consider all relevant subsequent events until 30 June 2021 (e.g. dividends declared, changes in legislation, etc.). The total impact of the valuation update was an increase of RON 922.8 million compared to the 31 December 2020 NAV, and an increase of RON 504.5 million compared with the 31 March 2021 NAV. The table below presents information regarding the changes in the value of the unlisted holdings in the Fund’s portfolio during the six months ended 30 June 2021: 30 Jun 2021 NAV vs. % of 31 Portfolio company name Value in 30 Jun Value in 31 Mar Value in 31 Dec 31 Dec 2020 Dec 2020 2021 NAV 2021 NAV 2020 NAV NAV NAV RON million RON million RON million RON million % Hidroelectrica SA 6,039.0 5,547.2 5,128.9 910.1 8.86% CN Aeroporturi Bucuresti SA 591.9 624.1 624.1 -32.2 -0.31% Engie Romania SA 603.9 538.8 538.8 65.1 0.63% E-Distributie Banat SA 251.3 272.7 272.7 -21.4 -0.21% CN Administratia Porturilor Maritime SA 264.1 235.8 235.8 28.3 0.28% Societatea Nationala a Sarii SA 182.8 201.2 201.2 -18.4 -0.18% E-Distributie Muntenia SA 207.8 227.8 227.8 -20.0 -0.19% E-Distributie Dobrogea SA 188.5 177.2 177.2 11.3 0.11% 8,329.3 7,824.8 7,406.5 922.8 8.99% Investment Strategy and Portfolio Analysis The Fund’s investment objective is the maximisation of returns to shareholders and the increase of the net asset value per share via investments mainly in Romanian equities and equity-linked securities. The equity exposure amounted to 91.4% of the Fund’s NAV as at 30 June 2021. As at that date, the portfolio was composed of holdings in 32 companies (6 listed and 26 unlisted), a combination of privately held and state-controlled entities.
Portfolio Structure – by Controlling Ownership
Net cash and receivables include bank deposits, current bank accounts, short- term Government securities, dividend State controlled entities…………………… 62.9% receivables, as well as other receivables and assets, net of all liabilities (including Private entities……………………………… 28.5% liabilities to shareholders related to the Net cash and receivables…………………. 8.6% returns of capital and dividend distribution) and provisions.
Source: Fondul Proprietatea, data as at 30 June 2021, % in total NAV
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Portfolio Structure – by Sector
The portfolio remains heavily weighted in power, oil and gas sectors (approx. 79.4% of Power utilities: generation...……………. 52.9% the NAV), through several listed and unlisted Oil & Gas………………………………… 14.7% Romanian companies
Power&Gas Utilities: distrib,supply……. 11.8%
Infrastructure…….…………...………….. 8.3%
Heavy industry…………………………… 1.8%
Others………………………………..…… 1.9%
Net Cash and Receivables……..……… 8.6%
Source: Fondul Proprietatea, data as at 30 June 2021, % in total NAV
Portfolio Structure – by Asset Type
Unlisted Equities……………………… 74.4%
Listed Equities………………………… 17.0%
Net Cash and Receivables.…...... 8.6%
Source: Fondul Proprietatea, data as at 30 June 2021, % in total NAV
Portfolio Structure – Unlisted holdings
Hidroelectrica SA…………...……………… 71.1% The largest unlisted holding is Hidroelectrica SA (52.8% of the NAV) Enel Group companies…………………….. 8.7% CN Aeroporturi Bucuresti SA……………… 7.0% Engie Romania SA……………..………….... 7.1% CN Administratia Porturilor Maritime SA …. 3.1% Societatea Nationala a Sarii SA……………. 2.2% Others……………………………...... 0.8%
Source: Fondul Proprietatea, data as at 30 June 2021; the chart reflects the company NAV value as a % in total NAV value of unlisted holdings
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Portfolio Structure – Listed holdings
The largest listed holding is OMV OMV Petrom SA…………………..…… 86.5% Petrom SA (14.74% of the NAV)
Alro SA…………………………………… 10.2%
Romaero SA……………………………. 2.8%
Others…………………..……………….. 0.5%
Source: Fondul Proprietatea, data as at 30 June 2021; the chart reflects the company NAV value as a % in total NAV value of listed holdings
Key portfolio developments Dividends and Special Dividends received from Portfolio Companies During the first half of 2021, 13 companies in the Fund’s portfolio declared dividends for the 2020 financial year. The total amount of gross dividend income recorded by the Fund in the six-month period ended 30 June 2021 is RON 648.9 million, and the most significant amounts relate to Hidroelectrica SA, E-Distributie companies and OMV Petrom SA. Out of the companies that declared dividends, 4 portfolio companies controlled by the Romanian state also approved the distribution of special dividends. The following gross amounts were approved as special dividends for the Fund in accordance with its shareholding in each company:
Gross amounts Date of recording in Portfolio company Collection date (RON million) accounting OMV Petrom SA 29.3 13-May-21 07-Jun-211 E-Distributie Banat SA 15.0 12-May-21 31-Jul-212 E-Distributie Muntenia SA 8.6 12-May-21 31-Jul-212 Hidroelectrica SA 199.4 13-May-21 30-Sep-212 Total 252.3 Note: 1. Dividends already collected 2. Collection date according with companies’ GSM decision
For more details regarding dividend income, please refer to section Financial Statements Analysis. Participation in share capital increases On 12 November 2020, the Fund subscribed to the share capital increase of Hidroelectrica SA with a cash contribution of RON 415,110, which was effective on 15 January 2021, at the registration date with the Romanian Trade Register. On 18 February 2021, the Fund subscribed to the share capital increase of Societatea Nationala a Sarii SA with a cash contribution of RON 55,720, which will be effective at the date of registration with the Romanian Trade Register. In June 2021, the Fund subscribed to the share capital increase of Zirom SA with a cash contribution of RON 10 million which was effective on 30 June 2021, the date of registration with the Romanian Trade Register.
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 20
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Energy Sector Updates Updates on the regulatory requirements in the energy sector In January 2020, the Government issued GEO 1/2020 in order to repel most of the fiscal package approved in 2018 through GEO 114/2018. As a result, starting with 2021, the electricity market has been fully liberalised and the obligation previously imposed on certain producers to deliver electricity on regulated contracts to the suppliers of last resort to cover household electricity consumption has been fully eliminated. The Ministry of Energy has launched in public consultation a draft law for the amendment of the Romanian electricity and natural gas law (Law 123/2012), as result of the obligation to transpose the European Directive 944/2019 on common rules for the internal market for electricity into the Romanian law. According to the draft law, the following types of transactions can be concluded on the wholesale competitive market: a) directly negotiated bilateral transactions; b) transactions concluded following the conduct of auctions on organized markets, including the electricity balancing market; c) electricity import and export transactions. As such, Romanian electricity producers would be allowed to enter into directly negotiated bilateral contracts, a significant change from the current situation where for existing production capacities, producers are obliged to sell the electricity on centralised markets. Starting with 1 January 2021 there is no more regulated market as regards to the electricity producers. Please see the 2020 Annual report for the last regulated quantities and prices for the companies in the Fund’s portfolio, according with ANRE decisions. Government repealed provision of GEO no. 70/2020 article 72, paragraph (1), which required electricity and natural gas distributors to provide uninterruptible power and gas supply during the state of alert through GEO no. 84/2021 published in the Official Gazette on 6 August. The previous provision was contingent upon incidents causing grid disconnection, forcing power and natural gas suppliers to delay the above-mentioned operations until the state of alert ends. New provision allows a transitory period for end users to pay the invoices within 90 days once the new ordinance comes into effect (6 August). According to the memorandum, the amount power and gas suppliers should recover stands at RON 249 million as of 31 May. The draft law to approve GEO no. 84/2021 is currently under debate in the Senate. The gas distribution tariffs for one company in Fondul Proprietatea’s portfolio holdings (one subsidiary of Engie operating in gas distribution sector) were approved by ANRE on June 2021, as follows:
Tariffs applicable starting Tariffs applicable starting change Company Annual consumption (MWh) 1 July, 2020 (RON/MWh) 1 July, 2021 (RON/MWh) (%) -1 -2 (2)/(1)-1 between 0-280 30.24 30.13 -0.36% between 280-2,800 28.49 28.38 -0.39% between 2,800-28,000 27.16 27.05 -0.41% Distrigaz Sud Retelele between 28,000-280,000 20.94 20.87 -0.33% higher than 280,000 14.18 10.53 -25.74% clients benefitting from 4 5 25.00% proximity distribution tariff Source: ANRE Orders no. 125/24.06.2020, and 44/15.06.2021 Other regulations According to ANRE’s Order no. 1/ 20 January 2021 and Order no. 3/ 20 January 2021 respectively, effective starting with 1 February 2021, the regulator allows for electricity and gas distribution companies the following: to add 1% incentive above the current level of RRR for newly employed assets; to add an incentive of 2% to the current level of RRR for investments fully or partially financed through EU grants.
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Electricity prices (EUR/ MWh)
100 90 80 70 60 50 40 30 20 10 0 12/19 2/20 4/20 6/20 8/20 10/20 12/20 2/21 4/21 6/21
Romania (OPCOM) Hungary (HUPX) Germany (EPEX)
Source: Bloomberg Energy resources (thousand tonnes barrels of oil equivalent) January – June 2021 January – June 2020 % change Total Production Import Total Production Import Total Production Import Net coal 1,766.3 1,537.1 229.2 1,447.0 1,230.9 216.1 22.1% 24.9% 6.1% Crude oil 5,461.9 1,561.7 3,900.2 4,745.0 1,647.9 3,097.1 15.1% -5.2% 25.9% Usable natural gas 4,991.0 3,706.0 1,285.0 4,695.1 3,693.6 1,001.5 6.3% 0.3% 28.3% Hidro. nuclear. and import energy 2,869.3 2,575.0 294.3 2,824.6 2,508.0 316.6 1.6% 2.7% -7.0% Import oil products 1,314.7 1,314.7 1,354.5 1,354.5 -2.9% -2.9% Others 247.2 247.2 191.1 191.1 29.4% 29.4% Total resources 16,650.4 9,379.8 7,270.6 15,257.3 9,080.4 6,176.9 9.1% 3.3% 17.7% Source: National Institute of Statistics webpage
Update on the Largest 10 Portfolio Holdings Top 10 equity investments Value as at No Name Fund's stake (%) 30 June 20211 % of NAV (RON million) as at 30 June 20211 1 Hidroelectrica SA 19.94% 6,039.0 52.8% 2 OMV Petrom SA 7.00% 1,684.5 14.7% 3 Engie Romania SA 12.00% 603.9 5.3% 4 CN Aeroporturi Bucuresti SA 20.00% 591.9 5.2% 5 CN Administratia Porturilor Maritime SA 20.00% 264.1 2.3% 6 E-Distributie Banat SA 24.13% 251.3 2.2% 7 E-Distributie Muntenia SA 12.00% 207.8 1.8% 8 Alro SA 10.21% 198.2 1.7% 9 E-Distributie Dobrogea SA 24.09% 188.5 1.7% 10 Societatea Nationala a Sarii SA 49.00% 182.8 1.6% Top 10 equity holdings 10,212.0 89.3% Total equity holdings 10,446.8 91.4% Net cash and receivables 981.9 8.6% Total NAV 11,428.7 100.0% Source: Fondul Proprietatea, based on NAV reports submitted to FSA 1 Rounded to one decimal
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 22
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Hidroelectrica SA
RON million 2019 2020 H1 2020 H1 2021 Revenues 4,177.2 3,850.4 1,801.9 3,206.0 Operating profit 1,975.3 1,673.4 962.3 2,108.7 Net profit 1,386.5 1,451.6 805.5 1,687.4 Dividends* 1,253.3 1,286.4 - - Source: Individual IFRS financial statements *Do not include the special dividends declared by the company
May: According to audited individual IFRS financial statements for the financial year ended 31 December 2020, Hidroelelectrica SA reported revenues of RON 3,850.4 million, down 7.8% y.o.y., an EBITDA of 2,711.0 million , down by 7.6 % y.o.y, an operating profit of RON 1,673,4 million, down 15.2% y.o.y., a profit before tax of RON 1,782.4 million, down 14.4% y.o.y and a net profit of RON 1,451.6 million, up 4.6% y.o.y. Electricity delivered by the company out of its own production reached 14.58 TWh, down 2.3% y.o.y, while total electricity sold reached 15.96 TWh, up 0.6% y.o.y. Over the period, the average realised selling price was down 6.6% y.o.y. to RON 214.3 per MWh. On the competitive segment of the electricity market, the average realised price was RON 240.1 per MWh, down 1.1% y.o.y. During 2020, the company delivered on the regulated market a total volume of electricity of 3.15 TWh compared to 1.64 TWh in 2019, at an average price of RON 109.5 per MWh, down 2.9% y.o.y. At the end of December 2020, the company’s cash position stood at RON 2.08 billion. May: According to management, over the first three months of 2021, the company reported a turnover of RON 1,418.1 million, up 67.2% y.o.y, an EBITDA of RON 1,072.6 million, up 80.6% y.o.y, an operating profit of RON 888.5 million, up 90.3% y.o.y, a profit before tax of RON 895.7 million, up 83.0% y.o.y and a net profit of RON 759.5 million, up 76.5% y.o.y. Over the period, total electricity sold reached 4.74 TWh, up 32.0% y.o.y, out of which the electricity sold out of own production reached 4.50 TWh, up 38.0% y.o.y. The average realized electricity selling price was RON 279.6 / MWh up 36.5% y.o.y. As a result of the changes to the Romanian Water Law implemented during 2020, over the first three months of the year Hidroelectrica SA registered total costs with the water used to produce electricity of RON 149.0 million, up from RON 69.6 million during the similar period of the previous year. At the end of March 2021, the company’s cash position stood at RON 2.90 billion. May: Shareholders approved the distribution of RON 1.29 billion as dividend out of the 2020 net profit and RON 1.00 billion as special dividends out of retain earnings. The deadline for the payment by Hidroelectrica SA to shareholders of the annual dividend is 12 July 2021, while the deadline for the payment of the special dividend is 30 September 2021. August: According to management, during the first six months of 2021, the company reported a turnover of RON 3,206.0 million, up 77.9% y.o.y, an EBITDA of RON 2,442.3 million, up 95.6% y.o.y, an operating profit of RON 2,108.7 million, up 119.1% y.o.y, a profit before tax of RON 2,139.8 million, up 112.1% y.o.y and a net profit of RON 1,687.4 million, up 109.5% y.o.y. Over the period, total electricity sold reached 10.48 TWh, up 33.2% y.o.y, out of which the electricity sold out of own production reached 10.11 TWh, up 45.9% y.o.y. The average realized electricity selling price was RON 283.4 / MWh up 41.1% y.o.y. As a result of the changes to the Romanian Water Law implemented during 2020, as well as higher electricity production volumes, over the first six months of the year Hidroelectrica SA registered total costs with the water used to produce electricity of RON 324.2 million, up from RON 147.8 million during the similar period of the previous year. At the end of June 2021, the company’s cash position stood at RON 3.87 billion. COVID-19 considerations In the context of COVID-19 pandemic, the company has implemented a number of measures aimed at protecting the company personnel, ensuring the safety and continuity of operations and safeguarding the financial position of the company. Among the measures outlined by management are the implementation of work from home measures in shifts for a significant part of the administrative and support personnel, implementation of strict prevention and social distancing measures for production departments, as well as close monitoring of company expenses.
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OMV Petrom SA H1 H1 Budget Budget RON million 2019 2020 2020 2021 2020 2021 Sales 25,485.5 19,717.0 10,366.2 10,213.1 18,088.0 15,875.0 Operating profit 4,245.1 1,467.1 972.1 1,237.5 3,453.0 2,133.0 Net profit 3,634.7 1,291.0 867.0 979.6 2,815.0 1,824.0 Dividends* 1,756.0 1,756.0 - - - - Source: Consolidated IFRS financial statements/ Budgeted figures based on company’s budgets as approved by shareholders *Based on separate IFRS financial statements (for 2020 including special dividend) February: The company reported 2020 preliminary results. Consolidated sales decreased in Q4 2020 by 37% y.o.y., negatively impacted by lower sales volumes and prices for petroleum products and natural gas, as well as lower sales volumes for electricity, partially offset by higher prices for electricity. The Clean CCS (current cost of supply) Operating Result of RON 467 million in Q4 2020 was lower by 58% y.o.y., mainly due to the negative evolution in Upstream, triggered by lower crude oil and gas prices, and lower refining margins in Downstream Oil, partially mitigated by better market conditions in the power sector for the Downstream Gas segment. Full year 2020 net income attributable to shareholders was RON 1,291 million (2019: RON 3,635 million). The Executive Board proposed a 2020 dividend per share of RON 0.031, the same as last year. This implies a dividend pay-out ratio of 136%. April: Shareholders approved the distribution of RON 1.76 billion as dividends and the Fund will receive approx. RON 122.9 million. Q1 2021 results were broadly in line with market expectations, as the clean CCS operating profit came in just 2% below consensus at RON 653 million. Higher oil prices significantly increased E&P’s (exploration and production) earnings generation capacity, as expected. July: Q2 2021 net profit doubled y.o.y. to RON 406 million, but came in below consensus, as it was hit by negative one-offs of RON 403 million from the sale of upstream assets in Kazakhstan and temporary losses from electricity forward contracts. The management revised its upstream production guidance to a decline of 6% y.o.y. vs 5% previously. Gas sales volumes were down by 12% y.o.y. to 11.2 TWh, as equity gas production decreased and the regulatory-required large sales volumes in Q2 2020 created a high base effect. On the centralized markets, OMV Petrom sold at an average price in line with the market price i.e. ca. RON 120/MWh vs RON 81/MWh in Q1 2020. COVID-19 considerations The 2021 budget of the company was prepared based on the following main assumptions: Average Brent oil price of USD 50/bbl; Refining margins to be above USD 4/bbl; Gas price expected to be below the level of 2020. Management presented the impact of movements in oil price market environment on company’s operation for 2021, thus: An increase of 1 USD/bbl in Brent price is impacting the company by EUR 20 million; An increase of 1 USD/bbl in refining margin is impacting the company by EUR 25 million; A 5 cents appreciation of USD against EUR is impacting the company by EUR 35 million; An increase of 1 EUR/MWh in gas price is impacting the company by EUR 20 million. The guidance for crude prices this year was lifted to USD 65-70/bbl from USD 60-65/bbl previously. Refining margins are expected to be around USD 4/bbl, slightly less optimistic than in previous statements. Engie Romania SA Budget Budget RON million 2019 2020 2020 2021 Turnover 6,689.1** 6,228.9 7,611.2 6,116.8 Operating profit 433.7 557.4 271.4 351.8 Net profit 385.2 492.8 241.8 315.9 Dividends* 100.7 149.5 - - Source: Consolidated IFRS financial statements/ Budgeted figures based on company’s budgets as approved by shareholders, on a consolidated basis *Dividends are based on the separate financial statements ** Restated
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May: According to the audited financial statements, in 2020 the company reported turnover of RON 6,228.9 million, down 7% y.o.y and a net profit of RON 492.8 million, up 28% y.o.y. May: The mandates for five of the current Board members, respectively, Eric Joseph Stab, Etienne Jaques Andre Jacolin, Christine Paule Kuhn ep Climeau, Marc Rene Charles Pannier and Lucian Jugrin, were extended by additional 4 years, respectively until 31.05.2025. July: Ministry of Energy replaced 2 Board members with Mrs Nicolescu Daniela and Mrs Postica Diana for a period of 4 years, respectively until 31 May 2025.
CN Aeroporturi Bucuresti SA H1 H1 Budget Budget RON million 2019 2020 2020 2021 2020* 2021 Operating revenue 1,066.6 405.6 220.9 181.5 466.1 538.6 Operating profit 399.0 (175.3) (30.8) (52.4) (137.4) 1.7 Net profit / (loss) 359.6 (146.4) (27.4) (53.6) (129.5) 0.2 Dividends** 183.5 - - - - - Source: Individual IFRS financial statements/ Budgeted figures based on company’s budgets as approved by shareholders *Restated **Do not include the special dividends declared by the company January: The majority shareholder replaced five interim Board members with Mr. Cosmin Mircea, Mr. Eduard Zevedei, Mr. Florin Tancu, Mr. Mugur Popescu and Mr. Adrian Preda. Mr. Cosmin Catalin Pestesan replaced Mr. Florin Dimitrescu as General Manager, while retaining his interim Board mandate. Traffic was down by 70% in 2020 to 4.5 million passengers, and the number of aircraft movements also halved compared to 2019. April: Shareholders approved the 2021 budget. It is based on a traffic of 6.85 mn passengers for this year, down by more than 50% vs pre-Covid levels. The management sees this as the breakeven point for profitability. However, traffic continued to be down by more than 70% vs pre-Covid levels in Q1 2021. August: Operating activity remained loss making in H1 2021, as traffic was down by 72% vs pre-Covid levels. However, the summer season marked a strong recovery in operating activity, with traffic numbers reaching 950 thousand passengers in July, only 35% lower vs 2019. COVID-19 considerations The company has been heavily impacted by another pandemic wave: the number of passengers and flights have seen a significant decline in H1 2021. The latest traffic report from ACI Europe, the airport industry trade body, reveals that traffic in EU airports from April 2021 decreased by 88.4% year-on-year.
CN Administratia Porturilor Maritime SA Budget Budget RON million 2019 2020 H1 2020 H1 2021 2020 2021 Operating revenue 369.0 398.8 208.5 216.1 380.0 411.8 Operating profit 117.0 145.9 97.4 108.4 96.3 77.7 Net profit 108.2 130.3 90.5 100.9 95.7 78.3 Dividends 27.5 33.5 - - 25.1 21.2 Source: Financial statements in accordance with applicable Romanian accounting regulations/ Budgeted figures based on company’s budgets as approved by shareholders February: Traffic declined by 9.3% y.o.y. to 60.4 million tonnes, the reduction in traffic being driven mainly by crude oil and petroleum products, which registered a decline of 18.5% y.o.y to 11.7 million tonnes. April: The 2021 budget was approved in the annual GSM. Excluding the new internalized activity of pilotage, operating revenues are projected to stay almost flat this year. However, the management sees inflating goods and services costs and higher personnel expenses, after hiring pilots for the internalized activity. Thus, the net profit is seen almost halving this year. Majority shareholder voted to replace four Board members: Ms Elena Petrascu, Ms Daniela Serban, Mr Ghiorghe Batrinca and Mr Mircea Burlacu. They were replaced by interim Board members: Mr Mihai Mihail, Mr Adrian Crizbasianu, Mr Cristian Paris, and Mr Bogdan Enache. August: H1 2021 net result was up by more than 10% y.o.y. boosted by a reversal of provisions of RON 29 million. However, business trends were also encouraging, with a 17% jump in sales mainly from services rendered to ships. Traffic in the port was also up by 8% y.o.y. in H1 2021, with oil products and iron ore as the main growth drivers.
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COVID-19 considerations In the context of COVID-19 pandemic, the company has implemented a number of measures aimed at protecting the company personnel, ensuring the safety and continuity of operations and safeguarding the financial position of the company.
E-Distributie Banat SA Budget Budget RON million 2019 2020 2020 2021 Operating revenue 550.8 556.8 565.1 546.5 Operating profit before depreciation and amortization (EBITDA) 102.5 144.7 150.7 163.4 Net profit 167.7 38.6 (5.9) 36.0 Dividends 886.2* 77.3** - - Source: Financial statements in accordance with applicable Romanian accounting regulations/ Budgeted figures based on company’s budgets as approved by shareholders EBITDA computed as operating profit plus depreciation/amortization and adjusted for revenues/expenses from revaluation of tangible assets, impairment of tangible assets and subsidies *Special dividends approved by shareholders and paid in 2020 **as of GSM resolution from 12 May 2021, of which RON 62 million represents special dividends December 2020: ANRE published the regulated tariffs applicable starting with 1 January 2021. On average, the tariffs were increased by 1.63%. For specific electricity distribution tariffs, there are no changes in the first half of 2021. Please check 2020 Annual report for last approved tariffs by ANRE (currently in force). February: Monica Hodor was appointed as the new general manager of the distribution companies for Dobrogea, Banat and Muntenia regions. She has 28 years of experience and she is working for Enel since 2011. April: E-Distributie Banat SA reported almost flat operating revenues (+1.1% y.o.y.) and EBITDA of RON 144.7 million in 2020, 41.2% y.o.y. higher compared to 2019. Management proposes a 40% dividend pay-out ratio (RON 15.3 million) and on top, a special dividend from retained earnings in the amount of RON 62 million. July: Enel S.p.A. published H1 2021 financial results1 for the global group on 29 July. For Romania it reported an EBITDA of EUR 53 million for the infrastructure and networks’ segment (distribution), 3.6% lower compared to the same period of 2020. For the retail segment (supply), EBITDA increased from EUR 39 million in H1 2020 to EUR 43 million in the first half of 2021. During H1 2021, the quantity of electricity distributed by Enel’s subsidiaries grew by 5.4% yoy at 7.8 TWh, reaching 3 million end users in Romania, slightly higher compared to H1 2020 (+3.4% y.o.y.)2. E-Distributie Muntenia SA Budget Budget RON million 2019 2020 2020 2021 Operating revenue 993.8 968.2 989.3 939.4 Operating profit before depreciation and amortization (EBITDA) 181.33 242.33 305.7 328.7 Net profit 96.7 111.8 106.9 115.9 Dividends 1,566.3* 167.7** - - Source: Financial statements in accordance with applicable Romanian accounting regulations/ Budgeted figures based on company’s budgets as approved by shareholders EBITDA computed as operating profit plus depreciation/amortization and adjusted for revenues/expenses from revaluation of tangible assets, impairment of tangible assets and subsidies *special dividends approved by shareholders and paid in 2020 ** as of GSM resolution from 12 May 2021, of which RON 71.7 million represents special dividends. December 2020: ANRE published the regulated tariffs applicable starting with 1 January 2021. On average, the tariffs were increased by 1%. For specific electricity distribution tariffs, there are no changes in the first half of 2021. Please check 2020 Annual report for last approved tariffs by ANRE (currently in force). February: Monica Hodor was appointed as the new general manager of the distribution companies for Dobrogea, Banat and Muntenia regions. She has 28 years of experience and she is working for Enel since 2011. April: Despite slightly lower operating revenues (-2.6% y.o.y.), E-Distributie Muntenia SA reported 33.7% y.o.y higher EBITDA in 2020 at RON 242.3 million. Shareholders approved an 86% dividend pay-out ratio (RON 95.9 million) and on top, a special dividend from retained earnings in the amount of RON 71.7 million.
1 https://www.enel.com/investors/financials 2 https://www.enel.com/content/dam/enel-com/documenti/investitori/informazioni-finanziarie/2021/trimestrali/1h-2021-risultati.pdf 3 the figures are modified versus the figures presented in the Fond Q1 2021 report, due to a presentation error Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 26
Fondul Proprietatea SA
July: Enel S.p.A. published H1 2021 financial results1 for the global group on 29 July. For Romania it reported an EBITDA of EUR 53 million for the infrastructure and networks’ segment (distribution), 3.6% lower compared to the same period of 2020. For the retail segment (supply), EBITDA increased from EUR 39 million in H1 2020 to EUR 43 million in the first half of 2021. During H1 2021, the quantity of electricity distributed by Enel’s subsidiaries grew by 5.4% y.o.y. at 7.8 TWh, reaching 3 million end users in Romania, slightly higher compared to H1 2020 (+3.4% y.o.y.)2. Alro SA Budget Budget RON million 2019 2020 H1 2020 H1 2021 2020* 2021** Operating revenue 2,777.8 2,514.7 1,360.9 1,537.9 2,432.5 2,790.9 Operating profit 99.2 399.5 343.4 63.4 139.2 360.9 Net profit/ (loss) (67.2) 334.8 253.7 (47.6) 60.2 289.6 Dividends ------Source: Consolidated IFRS financial statements/ Budgeted figures based on company’s budgets as approved by shareholders *Computed using the NBR USD/RON FX rate as at 31 December 2020 ** GSM resolution from 29 April, 2021, values computed using the NBR USD/RON FX rate as at 31 March 2021 February: Alro reported 2020 consolidated financial results on 29 April, as follows: operating revenues at RON 2,514.7 million, lower by 9.5% y.o.y., due to the slowdown in demand experienced during this period, which was further reflected in the overall output levels. Aluminum prices on London Metal Exchange (“LME”) recovered ground in the 4th quarter 2020, increasing by 11.3% y.o.y. and registered an average price of USD 1,731.8 per tonne in 2020 (down by 4.8% yoy). EBIT reached RON 399.5 million in 2020 versus RON 99.2 million in 2019, while Alro Group reported a net profit of RON 334.8 million in 2020 versus a net loss of RON 67.2 million in 2019, both due the one-off recognised as state aid scheme. May: Alro reported Q1 2021 financial results on 14 May, as follows: operating revenues amounting to RON 743.9 million (+4.4% y.o.y.), especially due to 24.0% y.o.y. surge in LME aluminum average price at USD 2,096.0 per tonne. EBIT stood at RON -8.5 million in Q1 2021 versus RON -74.6 million Q1 2020, while Alro Group reported a net loss of RON -61.9 million, mainly due to negative financial result of RON -54.4 million, which increased by 13.9% in Q1 2021 compared to the same period of 2020. In Q1 2021, Alro Group did not recognize revenues from subsidies related to the indirect emissions. August: Alro reported H1 2021 financial results on 11 August, as follows: operating revenues amounting to RON 1,537.9 million (+13.0% y.o.y.), especially due to 40.8% yoy surge in LME aluminum average price at USD 2,246.0 per tonne. EBIT stood at RON 63.4 million (-81.5% y.o.y), as Alro Group did not recognize revenues from subsidies related to the indirect emissions during the first half of 2021. The company reported a net loss of RON -47.6 million in H1 2021, mainly due to losses from derivative financial instruments of RON -31.7 million COVID-19 considerations Alro SA succeeded in maintaining production units fully operational and in order to prevent COVID-19 spreading the company implemented protocols and operational, administrative and health procedures in its locations designed to protect the health of its employees and ensure a chain of continuous supply for its customers.
E-Distributie Dobrogea SA Budget Budget RON million 2019 2020 2020 2021 Operating revenue 506.4 530.1 528.6 525.8 Operating profit before depreciation and amortization (EBITDA) 94.3 163.3 164.1 183.1 Net profit 87.6 53.7 4.0 58.4 Dividends 502.7* - - Source: Financial statements in accordance with applicable Romanian accounting regulations/ Budgeted figures based on company’s budgets as approved by shareholders EBITDA computed as operating profit plus depreciation/amortization and adjusted for revenues/expenses from revaluation of tangible assets, impairment of tangible assets and subsidies *special dividends approved by shareholders and paid in 2020
1 https://www.enel.com/investors/financials 2 https://www.enel.com/content/dam/enel-com/documenti/investitori/informazioni-finanziarie/2021/trimestrali/1h-2021-risultati.pdf Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 27
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December 2020: ANRE published the regulated tariffs applicable starting with 1 January 2021. On average, the tariffs were increased by 2.93%. For specific electricity distribution tariffs, there are no changes in the first half of 2021. Please check 2020 Annual report for last approved tariffs by ANRE (currently in force). February: Monica Hodor was appointed as the new general manager of the distribution companies for Dobrogea, Banat and Muntenia regions. She has 28 years of management experience and is working for Enel since 2011. April: E-Distributie Dobrogea SA reported 4.7% y.o.y. increase in operating revenues at RON 530.1 million and EBITDA of RON 163.3 million (+73.1% y.o.y.) in 2020. Management proposes no dividends to be paid to shareholders in 2021. July: Enel S.p.A. published H1 2021 financial results1 for the global group on July 29. For Romania it reported an EBITDA of EUR 53 million for the infrastructure and networks’ segment (distribution), 3.6% lower compared to the same period of 2020. For the retail segment (supply), EBITDA increased from EUR 39 million in H1 2020 to EUR 43 million in the first half of 2021. During H1 2021, the quantity of electricity distributed by Enel’s subsidiaries grew by 5.4% yoy at 7.8 TWh, reaching 3 million end users in Romania, slightly higher compared to H1 2020 (+3.4% y.o.y.)2.
Societatea Nationala a Sarii SA (Salrom) Revised Budget Budget Budget RON million 2019 2020 H1 2020 H1 2021 2019 2020 2020 Operating revenue 469.2 300.2 127.7 161.2 411.9 396.2 322.8 Operating profit 84.6 15.8 3.1 26.0 63.7 69.3 25.9 Net profit 77.0 11.5 4.1 22.2 62.2 59.8 23.7 Dividends 40.4 11.5 - - 62.2 59.8 23.7 Source: IFRS financial statements/ Budgeted figures based on company’s budgets as approved by shareholders February: Ms Simona Fatu stepped down from her position as board member following her appointment as State Secretary in the Ministry of Economy. March: Fondul Proprietatea proposed and appointed through cumulative voting Ms Simona Ochian and Mr Valeriu Ionita as board members. The majority shareholder proposed and voted for Mr Medves Ervin, Mr Dragos Oancea and Ms Alina Prahoveanu and as temporary board members. The mandates entered in force on 29 March 2021, for a period of 4 months. May: According to the audited financial statements, in 2020 the company reported operating revenues of RON 300.2 million, down 36% y.o.y and a net profit of RON 11.5 million, down 85% y.o.y. Main events that impacted the company’s operational performance are the decrease in sales of de-icing salt as a result of mild winter, loss of the Ciech Soda contract, the main client for brine and chalk (contract terminated late 2019 when Ciech Soda halted operations) and the overall impact of Covid-19 pandemic (mainly reflected in a decrease of revenues from tourism in salt mines). June: Ms Alina Prahoveanu replaced Mrs Mantu Gabriela as interim General Manager, while retaining her interim Board mandate. July: The shareholders approved in principle the listing of Salrom through a public offer made by Fondul Proprietatea as selling shareholder. The interim mandates of the board members were extended by additional 2 months. August: The company published H1 2021 financial results. During the first six months of 2021, the company reported total operating revenues of RON 161.2 million, up 26% y.o.y and a net profit of RON 22.2 million, up 444% y.o.y..
1 https://www.enel.com/investors/financials 2 https://www.enel.com/content/dam/enel-com/documenti/investitori/informazioni-finanziarie/2021/trimestrali/1h-2021-risultati.pdf Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 28 Fondul Proprietatea SA
Key Financial Highlights Evolution of liquid assets RON million 30 Jun 2021 31 Mar 2021 31 Dec 2020 Current accounts* 65.6 32.7 34.4 Bank deposits 415.3 652.5 660.0 Treasury bills and government bonds 77.6 254.4 380.3 Dividend receivables 525.3 - - Total liabilities (106.0) (53.7) (54.6) Liquid assets less liabilities 977.8 885.9 1,020.1 Net Assets Value 11,428.7 10,850.8 10,266.9 % Liquid assets less liabilities in NAV 8.6% 8.2% 9.9% *Current accounts include also the cash blocked for distributions to shareholders The table above shows the change in the net liquid assets of the Fund as a percentage of the NAV. The total liabilities position as at 30 June 2021 is higher as a result of the annual dividend distribution approved by shareholders during the 28 April 2021 GSM, net off by the payments to shareholders (payment date for dividend distribution was 22 June 2021). For more details regarding the liquid asset evolution during the first half of 2021 please see section Financial Statements Analysis.
Cost Ratios of the Fund The Fund elected to use Ongoing Charge Ratio and Total Expense Ratio as alternative performance measures because applying industry standards to the calculation of expense charges creates consistent and comparable data across the sector. Ongoing Charge Ratio The Ongoing Charge Ratio of the Fund represents the annual percentage impact in shareholder returns of the recurring operational expenses, and it is calculated as the total ongoing charges for the last 12 months divided by the average monthly net asset value of the Fund during the same period. For the purpose of this calculation, expenses do not include foreign exchange losses, value of equity investments disposed of, impairment adjustments, fair value adjustments, expenses with provisions and income tax expenses. The Fund elected to use this alternative performance measure due to the fact that applying an industry standard approach to the calculation of ongoing charges creates consistent and comparable data across the sector. Although the OCR figure is based on historical information, it provides shareholders with an indication of the likely level of costs that will be incurred in managing the Fund in the future. The OCR of the Fund as at 30 June 2021 was 0.85% and including transaction related expenses this was 0.90% (30 June 2020: 0.82% and including transaction related expenses this was 0.83%). Total Expense Ratio The Total Expense Ratio for the first six months of 2021 represents the annualised expenses of the Fund divided by the period average NAV. For the purpose of this calculation, expenses do not include foreign exchange losses, value of equity investments disposed of, impairment adjustments, fair value adjustments, expenses with provisions and income tax expenses. The TER of the Fund as at 30 June 2021 was 0.87% and including transaction related expenses this was 0.87% (30 June 2020: 0.71% and including transaction related expenses this was 0.71%). Performance fees According to the Management Agreement in force the Base fee payable by the Fund to the AIFM is calculated as Base Fee Rate multiplied by the notional amount, multiplied by the number of calendar days during the calculation period, divided by 365. The standard Base Fee Rate is 60 basis points per year. In certain conditions detailed below an additional Base Fee, representing a Performance fee, becomes payable.
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 29 Fondul Proprietatea SA
For each day in a calculation period when the share price discount1 to NAV is below or equal to 20%, but above 15%, an additional Base Fee Rate of 5 basis points per year becomes payable (i.e. the Base Fee Rate becomes 65 basis points per year for the applicable days in the relevant period); For each day in a calculation period when the share price discount1 to NAV is equal to or below 15%, a further additional Base Fee Rate of 5 basis points per year becomes payable (i.e. the Base Fee Rate becomes 70 basis points per year for the applicable days in the relevant period). The Performance fees recorded by the Fund as a result of the Fund’s share price discount to NAV lowering below 20%/ 15% in certain trading days are detailed in the table below:
All amounts in RON H1 2021 H1 2020 Total Performance fee during the period 4,934,648 664,005 Total NAV at the end of the period 11,428,655,133 10,141,371,645 % Total Performance fee in NAV 0.0432% 0.0065% Source: Fondul Proprietatea
Income from operating activity The income from operating activity mainly comprises the gross dividend income, the changes in fair value of financial instruments at fair value through profit or loss, interest income and the net realised gains/ losses from transactions with financial instruments. The changes in fair value of the equity investments of the Fund are recognised in profit or loss. The income from operating activity is significantly influenced by the changes in the share price of listed portfolio companies, the performance of the portfolio companies and their resolutions on dividend distributions, as well as by money market performance. As at 30 June 2021 the Fund’s exposure to Romanian equities accounted for 91.41% of the NAV, the difference of 8.59% being represented by the net cash and receivables. The BET-XT index, which reflects the performance of the top 25 most traded companies listed on BVB’s Regulated Market, including the financial investment companies (SIFs), increased by 20.7% during the first six months of 2021 compared to the end of 2020. BET-BK index is a free float market capitalisation weighted index of the Romanian and foreign stocks listed on BVB’s regulated market with the highest free-float market capitalisation adjusted with liquidity factors. BET-BK was designed to be used as a benchmark by asset managers and other institutional investors. The calculation methodology reflects on legal requirements and investment limits applying to investment funds. BET-BK increased by 24.1% during the first six months of 2021 compared to the end of 2020. BET-XT index evolution
1,080
1,000
920
840
760
680
600 12/19 1/20 2/20 3/20 4/20 5/20 6/20 7/20 8/20 9/20 10/20 11/20 12/20 1/21 2/21 3/21 4/21 5/21 6/21
Source: Bloomberg
1 The daily discount is calculated in accordance with the IPS, i.e. the discount between the FP shares closing price on the BVB – REGS for each trading day and the latest reported NAV per share at the date of calculation. Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 30 Fondul Proprietatea SA
BET-BK index evolution
2,400
2,200
2,000
1,800
1,600
1,400
1,200
1,000 12/19 1/20 2/20 3/20 4/20 5/20 6/20 7/20 8/20 9/20 10/20 11/20 12/20 1/21 2/21 3/21 4/21 5/21 6/21
Source: Bloomberg Further information on the Fund’s financial results can be found in the Financial Statements Analysis section.
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 31
Fondul Proprietatea SA Risks and Uncertainties The following section presents details of the main risks and uncertainties that might affect the activity of the Fund and its liquidity during the next six months:
Description of risk Mitigating action
Risks related to COVID-19 pandemic The risks associated with the pandemic affect all areas of the Fund’s investments as well as operations. The widespread nature of the COVID-19 outbreak and the measures taken to contain the spread have a Fund Management and Board of Nominees are significant impact on global economic and local reviewing and discussing the situation regularly, Romanian activity and are likely to reverberate for including a review of the portfolio, risk management several quarters. and business continuity. The AIFM regularly reports on the status of operations. The evolution of the pandemic and the accompanying governmental actions will have a continuing impact The Fund ensures ongoing communication with on the Fund’s companies and their financial situation investors including current reports, investor calls, and and will impact the overall performance of the Fund, updates on the website. possibly leading to increased price volatility. Company valuations are thoroughly tested with Since most holdings of the Fund are not listed and do respect to relevance and impact from the pandemic. not have observable market prices, the risk of Mitigation strategies apply as detailed within the estimation uncertainty regarding valuation also specific areas of risk. increased. There are also amplified risks with respect to the Fund’s operations including increased risks connected to cyber security, as well as increased uncertainty with respect to legal and regulatory implications driven by governmental actions to contain the virus or limit economic impact for the wider population.
Market risk The Fund implements market risk management techniques to manage and control market risk Changes in market prices and rates, such as security exposures, keeping them within acceptable levels, prices, changes in interest rates or foreign exchange while optimising return. The AIFM has an ongoing rates will affect the Fund’s income or the value of its risk management framework in compliance with holdings. requirements of the AIFM Directive.
Security price risk and valuation risk Diversification across securities and industries is the primary technique for mitigating equity price risk. All Fluctuations in the value of a security instrument as a potential investments undergo a thorough due result of changes in market prices, whether caused by diligence process. Portfolio management reviews the factors specific to the issuer or factors affecting all risk/ return profiles of portfolio assets on a regular instruments traded in the market, can negatively affect basis. A detailed pricing policy ensures adequate the Fund’s income or value of its holdings. valuation of the unlisted holdings. Independent Securities without a readily available market price, valuations are reviewed by Franklin Templeton’s Fair such as the Fund’s unlisted holdings, are exposed to Valuation Committee. uncertainties coming from the valuation of the securities prices, from factors such as the choice of valuation model, parameter uncertainty and timeliness of parameter estimates.
Sector concentration risk Diversification and concentration limits are set and monitored periodically. The companies in which the Large portfolio exposure to a specific industry sector Fund holds equity instruments operate in different or group of companies exposes the Fund to industries, however the Fund has concentrated concentration risk and can cause overall Fund exposures to the Energy sector (“Oil and gas” and
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 32 Fondul Proprietatea SA
Description of risk Mitigating action performance to be negatively affected by the “Power utilities”). Regular review is performed performance of a specific sector. assessing sector by sector risk and return contribution.
Corporate governance risk The portfolio management team is actively involved with portfolio companies, promoting and enhancing Poorly managed companies in the Fund’s portfolio high standards of good corporate governance. can negatively affect the Fund’s performance due to missing professional skills and missing experience in the industry the company operates in.
Share price discount to NAV risk The Fund has implemented several measures to reduce the discount to NAV, including an attractive dividend Shares of the Fund are traded on the Bucharest and yield, ongoing buy-back programs as well as London stock exchanges. Market participants transparency, disclosure, and proactive investor expectations may cause the shares of the Fund to trade relation efforts. A discount objective and related DCM at a premium or discount to the NAV per share of the are part of the IPS. Fund. Investor returns may be positively or negatively affected by such market factors.
Credit and Counterparty risk Cash and short-term money market instruments are diversified across counterparties. An internal Credit There is a risk of financial loss to the Fund if Counterparty Committee oversees the selection and counterparties to financial instruments fail to meet approval of authorised counterparties. The committee their contractual obligations; it arises principally from meets periodically and reviews current exposure, cash and deposits with banks, treasury bills, credit limits and ratings for counterparties. The government bonds and other receivables. committee has the power to assign a counterparty to a “watch list” or “restricted list” thereby limiting or preventing further trades with it.
Liquidity risk As a closed end investment fund, liquidity risk of the Fund is less significant than for an open-end fund, as The Fund might not be able to meet its financial shareholders do not have the option to redeem their obligations as they fall due. holdings. The Fund’s approach to managing liquidity The Fund’s equity investments include unlisted is to ensure that it has sufficient liquid assets to meet instruments issued by companies domiciled in its liabilities when they fall due, under both normal Romania, which are not traded on a regulated market and stressed conditions, without incurring and generally may be considered illiquid. As a result, unacceptable losses or risking damage to the Fund’s the Fund may not be able to sell certain investments reputation. The Fund’s assets are periodically within the time constraints imposed by its own monitored for their liquidity levels under both normal liquidity requirements, or to respond to specific events and stressed market conditions. such as deterioration in the creditworthiness of a particular issuer.
Operational and Cyber risk The Fund’s objective in managing operational risk is to maintain a proper balance between limitation of The Fund might incur direct or indirect loss arising financial losses and damage to the Fund’s reputation from a wide variety of causes associated with the with the overall cost effectiveness, avoiding control Fund’s processes, service providers, technology and procedures that restrict initiative and creativity. The infrastructure, and from external factors such as those Fund has in place an operational monitoring system, arising from legal and regulatory requirements and documented through policies and procedures, which generally accepted standards of corporate behavior. ensures escalation and remediation of potential Failure or breach of information technology systems operational issues. The information technology and security may entail risk of financial loss, framework is designed to mitigate the risk of a cyber disruption to operations or damage to the reputation of security breach. A dedicated Cyber Security Program the Fund. Operational risks arise from all the Fund’s aims to monitor, identify and respond to cyber-attacks operations. and external threats. The operational monitoring
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 33
Fondul Proprietatea SA
Description of risk Mitigating action system covers all teams involved with the operations of the Fund.
Legal and Regulatory risk Representatives of the Fund consult with external agencies and law firms with the aim to anticipate The existence, operation and the initial set-up of the potential regulatory changes and interpretations and Fund are regulated by local and European regulations. assess their impact on the Fund. In doing so the Fund Such regulations may be subject to change or subject strives to optimise its operational efficiency under of some local interpretations and may directly affect current and upcoming regulations. the Fund and its shareholders. Franklin Templeton has internal policies promoting This risk is sustained by the legislative history of the compliance with best practices and regulations. past years that reveals a series of laws which have also changed the Fund’s portfolio composition. Source: Fondul Proprietatea
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 34 Fondul Proprietatea SA Financial Statements Analysis The unaudited IFRS financial statements for the six months ended 30 June 2021, prepared in accordance with IAS 34 Interim Financial Reporting and applying the FSA Norm no. 39/2015 with subsequent amendments, are included in full in Annex 1 to this Report. The captions Statement of Financial Position and Statement of Comprehensive Income presented in the semi-annual report may differ from the ones included in the IFRS financial statements due to other regulatory requirements. This section provides an overview of the Fund’s financial position and performance for the six months ended 30 June 2021.
Statement of Financial Position 30 Jun 2021 vs. RON million 30 Jun 2021 31 Mar 2021 31 Dec 2020 30 Jun 2020 31 Dec 2020 (%) Unaudited Unaudited Audited Unaudited
Cash and current accounts 65.6 32.7 34.4 431.3
Deposits with banks 415.3 652.5 660.0 139.5 Government bonds 77.6 254.4 380.3 152.0 Dividend receivables 525.3 - - 436.1 Equity investments 10,446.8 9,964.8 9,246.7 9,449.0 Other assets 4.1 0.9 0.6 0.5 Total assets 11,534.7 10,905.3 10,322.0 10,608.4 11.7% Payables 36.6 21.0 19.8 21.1 Other liabilities 69.2 33.5 35.3 445.9 Total liabilities 106.0 54.5 55.1 467.0 92.4% Total equity 11,428.7 10,850.8 10,266.9 10,141.4 11.3% Total liabilities and equity 11,534.7 10,905.3 10,322.0 10,608.4 11.7% Source: IFRS financial statements Overview The cash and cash equivalents (liquid assets) of the Fund during the first six months of 2021 included term deposits with banks and government bonds issued by the Ministry of Public Finance of Romania. All instruments are denominated in RON and have maturities of up to one year. The decrease in liquid assets by 48% during the six-month period ended 30 June 2021 was mainly due to cash outflows related to dividend payments (RON 380.4 million) and to the acquisition of treasury shares performed during the twelfth buy-back programme (RON 209.8 million), which were offset mainly by the proceeds registered from the sale of bonds – net increase of RON 297.4 million. Payables have increased by 86% compared to 31 December 2020 mainly due to the registration of the liability related to the tax on dividends due to State Budget (RON 11.8 million). Other liabilities have increased by 96% compared to 31 December 2020 as the payment date for the annual dividend was 22 June 2021 and not all correspondent amounts have been transferred to shareholders yet. The net increase in equity investments of RON 1,200.1 million during the first six months of 2021 was principally generated by the increase in the fair value of the unlisted portfolio holding Hidroelectrica SA (RON 909.7 million increase), and also as a result of the positive evolution of OMV Petrom SA share price (+16.9%) which generated an increase in value of RON 243.8 million). Equity investments Classification and measurement of equity investments Starting 1 January 2014, Fondul Proprietatea applies the Amendments to IFRS 10, IFRS 12 and IAS 27 - Investment Entities, the Fund being an investment entity. As a result, the Fund classifies and measures its investments in subsidiaries and associates as financial assets at fair value through profit or loss. Starting 1 January 2018, the Fund adopted IFRS 9 and classified all its equity investments (other than subsidiaries and associates) as equity investments at fair value through profit or loss (the default option under IFRS 9).
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 35 Fondul Proprietatea SA
The equity investments at fair value through profit or loss are initially recognised at fair value and the transaction costs are recorded in profit or loss. They are subsequently measured at fair value with all changes in fair value accounted for through profit or loss. Equity investments at fair value through profit or loss are not subject to impairment testing. Valuation As at 30 June 2021, all the equity investments of the Fund were carried at fair value. Listed shares are measured at fair value using quoted prices for that instrument at the reporting date. The fair value of unlisted shares is calculated and approved by the Fund’s Sole Director using valuation techniques in accordance with International Valuation Standards, based on independently appraised valuation reports. The holdings in companies in liquidation, dissolution, bankruptcy or with negative shareholders' equity, companies in insolvency or reorganisation are valued at nil. Capital Expenditure Capital expenditure comprises the costs for the acquisition and upgrade of the intangible assets of the Fund, which include the value of the licenses, the implementation costs and the updates of the Fund’s accounting and reporting software, net of the accumulated amortisation. During the first six months of 2021 the Fund did not incur any capital expenditure costs. Statement of Comprehensive Income Q1 2021 Q2 2021 H1 2021 H1 2020 RON million Unaudited Unaudited Unaudited Unaudited Unrealised loss from equity investments at fair value through profit or loss (5.3) (98.2) (103.5) (1,995.3) Unrealised gain from equity investments at fair value through profit or loss 723.0 570.1 1,293.1 33.6 Realised gain from equity investments at fair value through profit or loss - - - 0.8 Gross dividend income - 655.1 655.1 1,151.2 Interest income 6.0 4.0 10.0 6.4 Other income/ (expenses), net* (1.1) 2.3 1.2 4.4 Net operating (loss)/ income 722.6 1,133.3 1,855.9 (798.9) Administration fees recognised in profit and loss (16.3) (22.5) (38.8) (29.1) Other operating expenses (4.9) (5.0) (9.9) (10.1) Operating expenses (21.2) (27.5) (48.7) (39.2) Finance costs - - - - (Loss)/ Profit before income tax 701.4 1,105.8 1,807.2 (838.1) Income tax - (6.1) (6.1) (10.5) (Loss)/ Profit for the period 701.4 1,099.7 1,801.1 (848.6) Other comprehensive income - - - - Total comprehensive income for the period 701.4 1099.7 1,801.1 (848.6) Source: IFRS financial statements * Other income/ (expenses), net included mainly the net gain/ (loss) from fair value changes related to government securities, net foreign exchange gain/ (loss) and other operating income/ (expenses). The net increase from equity investments at fair value through profit or loss for the first six months of 2021 of RON 1,189.6 million was mainly generated by the increase in the value of unlisted holdings in the portfolio following the valuation update process (mainly due to Hidroelectrica SA, that registered an increase in valuation of RON 909.7 million), and by OMV Petrom SA as a result of the positive evolution of this company’s share price during the first semester of 2021 (increase of RON 243.8 million, share price increase of 16.9%). Gross dividend income for the six-month period ended 30 June 2021 included the dividend income earned from the Fund’s portfolio companies, mainly from Hidroelectrica SA (RON 456.0 million) and OMV Petrom SA (RON 122.8 million). Interest income arose from deposits held with banks and from short-term government securities. Details regarding the administration fees for the six-month period ended 30 June 2021 are presented in the table below:
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 36 Fondul Proprietatea SA
Q1 2021 Q2 2021 H1 2021 H1 2020 RON million Unaudited Unaudited Unaudited Unaudited Recognised in profit or loss 16.3 22.5 38.8 29.1 Base fee 14.0 15.6 29.6 24.2 Distribution fee for dividend distribution - 4.3 4.3 4.2 Performance fee 2.3 2.6 4.9 0.7
Recognised in other comprehensive income 1.1 1.0 2.1 4.5 Distribution fee for buy-back programmes 1.1 1.0 2.1 4.5
Total administration fees 17.4 23.5 40.9 33.6 Source: IFRS financial statements The increase in the administration fees in S1 2021 compared with S1 2020 was mainly due to: Increase in base fee mainly as a result of the increase in the Fund’s share price on BVB; the performance fees recorded in the first six months of 2021 are as a result of the Fund’s share price discount to NAV lowering below 15%/20% throughout the period. The decrease in distribution fees is due to the lower number of bought back shares (92.4 million decreasing by 64.4% compared to June 2020) and GDRs (37.5 million decreasing by 60.6% compared to June 2020) during the period.
Other operating expenses The main categories of other operating expenses are detailed in the table below: Q1 2021 Q2 2021 H1 2021 H1 2020 RON million Unaudited Unaudited Unaudited Unaudited FSA monthly fees 2.4 2.6 5 4.7 Depositary fees 0 0.3 0.3 0.3 Transactions costs 0.1 (0.1) 0 0.1 Other expenses 2.4 2.2 4.6 4.9 Total other operating expenses 4.9 5.0 9.9 10.0 Source: IFRS financial statements
In H2 2021, other expenses caption comprised mainly legal and litigation assistance expenses, Board of Nominees remuneration and related expenses, portfolio valuation expenses, external audit expenses, PR expenses, investor relations expenses, and tax compliance and tax advisory expenses.
Statement of Cash Flows H1 2021 H1 2020 RON million Unaudited Unaudited Cash flows from operating activities Dividends received (net of withholding tax) 123.7 704.6 Proceeds from transactions with treasury bills and bonds 419.7 101.2 Interest received 11.2 6.8 Amounts collected from the depository Bank of the Fund's GDRs - 4.2 Proceeds from disposal of equity investments - 3.2 Acquisition of treasury bills and bonds (122.3) (151.5) Suppliers and other taxes and fees paid (45.9) (43.3) Subscriptions to share capital increase of portfolio companies (10.1) - Other payments, net 0.3 (0.7) Net cash flows from operating activities 376.6 624.5
Cash flows from financing activities Acquisition cost of treasury shares (209.8) (451.5) Dividends paid (net of withholding tax) (380.4) (5.4) Payments to shareholders related to the return of capital - (2.7)
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 37
Fondul Proprietatea SA
H1 2021 H1 2020 RON million Unaudited Unaudited Payment of fees related to the short-term bank loans - - Guarantee paid for the buy-back tender offer - - Net cash flows used in financing activities (590.2) (459.6)
Net increase in cash and cash equivalents (213.6) 164.9 Cash and cash equivalents at the beginning of the period 694.3 405.8 Cash and cash equivalents at the end of the period 480.7 570.7 Cash and cash equivalents Cash and current accounts 0.1 4.3 Distributions bank accounts 65.4 427.0 Bank deposits with original maturities of less than three months 415.2 139.4 Cash and cash equivalents at the end of the period 480.7 570.7 Source: IFRS financial statements
Proceeds from transactions with treasury bills and bonds have significantly increased and Acquisition cost of treasury shares have significantly decreased as the Fund sold a significant part of its government bonds position (RON 77.6 million at June 2021 compared to RON 380.3 million at December 2020).
Dividends paid show a significant increase due to the fact that by 30 June 2021 the annual dividend amounts had already been disbursed (payment date 22 June 2021) whereas by the end of H1 2020 the dividend payments had not yet been made (payment date 1 July 2020).
Acquisition of treasury shares represent the acquisition cost and the brokerage fees related to the acquisition of own shares bought back by the Fund within the buy-back programmes carried during each period, through buying ordinary shares and GDRs.
Related Party Transactions The transactions with related parties were performed in the normal course of business of the Fund and there were no significant transactions during the first half of 2021. For more details, please see Annex 1 “Condensed Interim Financial Statements”.
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 38 Fondul Proprietatea SA Subsequent Events The resolutions adopted by shareholders during 16 July 2021 OGSM During 16 July 2021 OGSM of the Fund the shareholders approved the distribution of a gross special dividend of RON 0.07 per share (payment date 27 August 2021).
Extraordinary and Ordinary General Meetings of Shareholders of Fondul Proprietatea S.A. to be held on 29 September 2021 On 17 August a convening note was sent to the Fund’s shareholders regarding the Extraordinary and Ordinary General Meetings of Shareholders to be held on 29 September 2021. The agenda included in the note contained the following points: The approval of the amendment of the authorization to buy-back shares of Fondul Proprietatea for the current ongoing buy-back programme. The proposed amendment implies a change of maximum buy-back price from RON 2 per share to RON 2.5 per share; The approval of the renewal of the mandate of Franklin Templeton International Services S.à r.l. for a duration of two (2) years starting with 1 April 2022, and its key commercial terms; The approval of the appointment of a new sole director of Fondul Proprietatea that will act as alternative investment fund manager for a mandate of two (2) years starting with 1 April 2022, in case that the renewal of the new mandate for FTIS is not approved. The process for the renewal of the mandate of FTIS is involving two steps, as in 2017. If key commercial terms are approved as proposed there will be a new shareholders meeting to be called shortly after 29 September 2021 shareholders meeting. During the second shareholder meeting that we expect to take place in during November or December 2021 the shareholders will be asked to vote on: The updated IPS; The new AIFM Management agreement; The updated remuneration policy of the Fund (updating the existing policy as approved during 28 April 2021 shareholders meeting). Change of the Annual Cash Distribution Policy On 11 August 2021 FTIS presented the updated Annual Cash Distribution Policy to be implemented in the interest of the shareholders of the Fund. Thus, FTIS decided to include in its periodical reports (annual report, quarterly reports and semi-annual report) as well in the announcement (‘current report’) for completing a certain material transaction the use of proceeds from such transaction and the calendar of such operations. Important details regarding the new mandate discussions On 27 August 2021, FTIS was asked by the Board to consider certain additional terms to be negotiated for the new mandate, including: 1) Distribution Fee sharing with FTIS local team; 2) Key person retention policy; 3) Use of proceeds transparency policy (already mentioned above); and 4) No new investment policy. FTIS has agreed to consider the first three terms proposed by the Board, subject to regulatory restrictions and guidelines. As to the fourth proposed term, FTIS noted the proposal of the Board and would like to indicate that based on its careful review and analysis it has no current intention to make new investments.
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 39 Fondul Proprietatea SA
FSA endorsement on the modification of the Fund’s Constitutive Act On 24 August the Fund received from the FSA an official notice by which they approve the modification of the Fund’s registered office address from number 78-80 Buzesti Street, 7th floor, District 1, Bucharest to number 76-80 Buzesti Street, 7th floor, District 1, Bucharest. At the time of the report, the regulatory steps required (registration of the approved change with the Trade Registry) had not been finalized.
Representation changes at the level of Fondul Proprietatea S.A. starting with 23 August 2021 Starting with 23 August and following the correspondence with the Financial Supervisory Authority regarding the provisions of art. 15313 of the Companies Law no. 31/1990, the legal representation of the sole director of the Fund will be made by a single permanent representative, Mr. Johan Meyer.
Signatures: 30 August 2021
Johan Meyer Permanent Representative Franklin Templeton International Services S.à r.l. acting in the capacity of Sole Director of Fondul Proprietatea SA
Prepared by Catalin Cadaru Financial Reporting Manager Franklin Templeton International Services S.à r.l. acting in the capacity of Sole Director of Fondul Proprietatea SA
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2021 40 FONDUL PROPRIETATEA SA
Annex 1
FONDUL PROPRIETATEA SA
CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2021
Prepared in accordance with IAS 34 Interim Financial Reporting and applying the Financial Supervisory Authority (“FSA”) Norm no. 39/ 28 December 2015, regarding the approval of the accounting regulations in accordance with IFRS, applicable to the entities authorised, regulated and supervised by the FSA – Financial Investments and Instruments Sector (“FSA Norm 39/2015”)
(This is a translation from the official Romanian version)
Condensed interim financial statements for the six month period ended 30 June 2021 1
FONDUL PROPRIETATEA SA
Contents
Condensed Statement of Comprehensive Income...... 3
Condensed Statement of Financial Position ...... 4
Condensed Statement of Changes in Shareholders’ Equity...... 5
Condensed Statement of Cash Flows...... 7
Notes to the Condensed Interim Financial Statements ...... 8
Condensed interim financial statements for the six month period ended 30 June 2021 2
FONDUL PROPRIETATEA SA CONDENSED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated)
6 months ended 6 months ended Note 30 June 2021 30 June 2020 Net gain/(loss) from equity investments at fair 5 1,189,630,743 (1,960,906,570) value through profit or loss Gross dividend income 6 655,136,481 1,151,212,033 Interest income 9,966,818 6,443,272 Other income, net 5,256,951 4,301,574 Net (loss)/gain from other financial instruments at fair value through profit or loss (3,907,235) 423,026 Net foreign exchange loss (164,388) (422,309) Net operating income/(loss) 1,855,919,370 (798,948,974)
Operating expenses 7 (48,676,184) (39,112,093)
Finance costs 8 (45,250) (30,500)
Profit/(Loss) before income tax 1,807,197,936 (838,091,567)
Withholding tax on the dividend income 9 (6,143,500) (10,522,671)
Profit/(Loss) for the period 1,801,054,436 (848,614,238)
Other comprehensive income - - Total comprehensive income for the period 1,801,054,436 (848,614,238)
Basic and diluted earnings/(loss) per share 10 0.3015 (0.1271)
These condensed interim financial statements were authorised for issue on 30 August 2021 by: Franklin Templeton International Services S.à r.l. Luxembourg, in its capacity of alternative investment fund manager of Fondul Proprietatea SA Johan Meyer Permanent Representative
Prepared by: Catalin Cadaru Financial Reporting Manager
The notes on pages 8 to 31 are an integral part of these condensed interim financial statements.
Condensed interim financial statements for the six month period ended 30 June 2021 3
FONDUL PROPRIETATEA SA CONDENSED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2021 (all amounts are in RON unless otherwise stated)
Note 30 June 2021 31 December 2020 Assets Cash and current accounts 11 144,125 174,667 Distributions bank accounts 11 65,417,412 34,255,963 Deposits with banks 11 415,277,143 659,982,573 Government bonds 77,636,287 380,268,285 Dividends receivable 12 525,281,650 - Equity investments 14 10,446,755,122 9,246,709,268 Other assets 4,134,521 613,444 Total assets 11,534,646,260 10,322,004,200
Liabilities Payable to shareholders 15 (a) 67,493,584 34,380,437 Other liabilities and provisions 15 (b) 38,485,553 20,704,337 Total liabilities 105,979,137 55,084,774
Equity Paid share capital 16 (a) 3,560,099,870 3,560,099,870 16 (b) Reserves related to the unpaid 189,182,422 189,182,422 share capital Other reserves 16 (c) 1,205,768,885 539,400,224 Treasury shares 16 (d) (1,300,445,193) (1,086,443,209) Retained earnings 7,774,061,139 7,064,680,119 Total equity 11,428,667,123 10,266,919,426 Total liabilities and equity 11,534,646,260 10,322,004,200
The notes on pages 8 to 31 are an integral part of these condensed interim financial statements.
Condensed interim financial statements for the six month period ended 30 June 2021 4
FONDUL PROPRIETATEA SA CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated)
Total attributable to Reserves related the equity to the unpaid Retained holders of the Share capital share capital Other reserves Treasury shares earnings Fund Balance as at 1 January 2021 3,560,099,870 189,182,422 539,400,224 (1,086,443,209) 7,064,680,119 10,266,919,426
Profit for the period - - - - 1,801,054,436 1,801,054,436 Profit appropriation to other reserves - - 666,368,661 - (666,368,661) - Other comprehensive income ------Total comprehensive income for the period - - 666,368,661 - 1,134,685,775 1,801,054,436
Transactions with owners, recorded directly in equity Dividends declared - - - - (427,147,747) (427,147,747) Acquisition of treasury shares - - - (214,001,984) - (214,001,984) Distributions for which the statute of limitation occurred - - - - 1,842,992 1,842,992 Total transactions with owners recorded directly in equity - - - (214,001,984) (425,304,755) (639,306,739)
Balance as at 30 June 2021 3,560,099,870 189,182,422 1,205,768,885 (1,300,445,193) 7,774,061,139 11,428,667,123
The notes on pages 8 to 31 are an integral part of these condensed interim financial statements.
Condensed interim financial statements for the six month period ended 30 June 2021 5
FONDUL PROPRIETATEA SA CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated)
Total Reserves related attributable to to the unpaid Retained the equity holders Share capital share capital Other reserves Treasury shares earnings of the Fund Balance as at 1 January 2020 3,770,082,341 189,182,422 536,545,225 (446,008,591) 7,821,650,592 11,871,451,989
Loss for the period - - - - (848,614,238) (848,614,238) Profit appropriation to other reserves - - 236,026,121 - (236,026,121) - Total comprehensive income for the period - - 236,026,121 - (1,084,640,359) (848,614,238)
Transactions with owners, recorded directly in equity Dividends declared - - - - (417,965,383) (417,965,383) Acquisition of treasury shares - - - (463,496,660) - (463,496,660) Total transactions with owners recorded directly in equity - - - (463,496,660) - (463,496,660)
Balance as at 30 June 2020 3,770,082,341 189,182,422 772,571,346 (909,505,251) 6,737,010,233 10,559,341,091
The notes on pages 8 to 31 are an integral part of these condensed interim financial statements.
Condensed interim financial statements for the six month period ended 30 June 2021 6
FONDUL PROPRIETATEA SA CONDENSED STATEMENT OF CASH FLOWS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated)
6 months ended 6 months ended 30 June 2021 30 June 2020 Cash flows from operating activities Proceeds from transactions with treasury bills and bonds 419,739,079 101,199,715 Interest received 11,181,105 6,838,428 Other amounts received /(payments performed), net 290,877 (685,782) Dividends received (net of withholding tax) 123,712,126 704,598,887 Acquisition of treasury bills and bonds (122,297,124) (151,490,418) Suppliers and other taxes and fees paid (45,939,561) (43,316,787) Subscriptions to share capital increase of portfolio companies (10,055,720) - Amounts collected from the depository Bank of the Fund's GDRs - 4,215,191 Proceeds from disposal of equity investments - 3,184,619 Net cash flows from operating activities 376,630,782 624,543,853
Cash flows from financing activities Acquisition cost of treasury shares (209,778,981) (451,493,023) Dividends paid (net of withholding tax) (380,387,190) (5,370,214) Payments to shareholders related to the return of capital - (2,712,095) Payment of fees related to the short term bank loans (45,500) (36,200) Net cash flows used in financing activities (590,211,671) (459,611,532)
Net increase in cash and cash equivalents (213,580,889) 164,932,321 Cash and cash equivalents at the beginning of the period 694,344,555 405,776,121 Cash and cash equivalents at the end of the period as per the Statement of Cash Flows 480,763,666 570,708,442 Reconciliation of Statement of Cash Flows with the equivalent items reported in the Statement of Financial Position 30 June 2021 30 June 2020 Cash and current accounts (see Note 11) 144,125 4,302,723 Distributions bank accounts (see Note 11) 65,417,412 426,968,617 Bank deposits with original maturities of less than three months (see Note 11) 415,202,129 139,437,102 480,763,666 570,708,442 Interest accrued on bank deposits (see Note 11) 75,014 13,183 Government bonds with original maturities of more than three months and less than one year 77,636,287 152,042,631 Total cash and current accounts, deposits with banks, treasury bills and government bonds as per Statement of Financial Position 558,474,967 722,764,256
The notes on pages 8 to 31 are an integral part of these condensed interim financial statements.
Condensed interim financial statements for the six month period ended 30 June 2021 7
FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 1. General information Fondul Proprietatea SA (referred to as “Fondul Proprietatea” or “the Fund”) was incorporated as a joint stock company and is operating as an undertaking for collective investment, in the form of a closed end investment company, established in accordance with Law no. 247/2005 on the reform in the field of property and justice and other adjacent measures, as subsequently amended (“Law 247/2005”) and registered in Bucharest on 28 December 2005. The address of the Fund’s registered office is 78 - 80, Buzeşti Street, 7th Floor, District 1, Bucharest. Starting 1 April 2016, Fondul Proprietatea is an alternative investment fund as defined by the Alternative Investment Fund Managers Directive and by the Romanian legislation. The Fund undertakes its activities in accordance with Law 24/2017 on issuers of financial instruments and market operations, Law 74/2015 regarding Alternative Investment Fund Managers, Law 247/2005, Law 297/2004 regarding the capital market, as subsequently amended, Law 243/2019 regulating the alternative investment funds and amending and supplementing certain normative acts and Companies Law 31/1990 republished as subsequently amended and it is an entity authorised, regulated and supervised by the FSA, as an issuer. Until 2013, FSA (the financial market supervisory authority) was known as the National Securities Commission. In accordance with its Constitutive Act, the main activity of the Fund is the management and administration of its portfolio. The Fund was initially established to allow the payment in shares equivalent of the compensation due in respect of abusive expropriations undertaken by the Romanian State during the communist period, when properties were not returned in kind. Beginning with 15 March 2013, the compensation process was suspended and starting January 2015, the Romanian State decided to use a different compensation scheme that no longer involves the payment in Fondul Proprietatea shares equivalent. Starting with 1 April 2016 the Fund is managed by Franklin Templeton International Services S.à r.l. (“FTIS”) as its Sole Director and Alternative Investment Fund Manager (“AIFM”) under the Directive 2011/61/EU on Alternative Investment Fund Managers and local implementation regulations. The FTIS’ mandate is for a period of two years and current mandate was approved in June 2019 for the period 1 April 2020 – 31 March 2022. The next mandate for the period 1 April 2022 – 31 March 2024 will be discussed and proposed for shareholders’ approval during 2021. Until 30 November 2020, FTIS had delegated the role of Investment Manager, as well as certain administrative functions to Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch (“FTIML”). Starting 1 December 2020, the activity carried out by FTIML through the delegation agreement ceased by mutual consent of the parties. Therefore, starting this date, the portfolio management and the administrative activities previously delegated to FTIML are performed by FTIS through its Bucharest Branch. Since 25 January 2011, Fondul Proprietatea has been a listed company on the spot regulated market managed by the Bucharest Stock Exchange in Tier I shares of the Equity Sector of the market (renamed as of 5 January 2015 as Premium Tier shares), under ISIN number ROFPTAACNOR5 with the market symbol “FP”. Since 29 April 2015, the Fund’s Global Depositary Receipts (“GDR”) have been listed on the London Stock Exchange – Specialist Fund Market, under ISIN number US34460G1067, with the market symbol “FP.”. The Bank of New York Mellon has been appointed by the Fund to act as depositary bank in relation to the GDR facility. The GDR facility is limited to one-third of the Fund’s subscribed share capital under the Romanian securities regulations, each GDR representing 50 shares, and the currency of the GDRs is the US dollar. These condensed interim financial statements for the six month period ended 30 June 2021 are not audited.
Condensed interim financial statements for the six month period ended 30 June 2021 8
FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 2. Basis of preparation (a) Statement of compliance These condensed interim financial statements for the six month period ended 30 June 2021 have been prepared in accordance with IAS 34 Interim financial reporting and applying the FSA Norm 39/2015. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2020, prepared in accordance with IFRS. These condensed interim financial statements are available starting with 31 August 2021, on the Fund’s official webpage, www.fondulproprietatea.ro , and at the Fund’s registered office. The Fund is an investment entity and does not consolidate its subsidiaries as it applies IFRS 10, IFRS 12 and IAS 27 (Investment Entities). In consequence, the Fund does not prepare consolidated financial statements, the separate financial statements being the Fund’s only financial statements. The Fund has reassessed the criteria for being an investment entity for the six month period ended 30 June 2021 and continues to meet them. In determining whether the Fund meets the criteria from the definition of an investment entity, the management considered the investments portfolio structure and the Fund’s investment objective. Aspects considered in making this judgement were the fact that the Fund has more than one investment, more investors neither of which are related parties of the Fund and the ownership interests from its portfolio are in the form of equity. The Fund’s investment objective is also a typical one for an investment entity, respectively the maximization of returns to shareholders and the increase of the net asset value per share via investments in Romanian equities and equity-linked securities. The Fund’s management analysis considered also other relevant factors, including the fact that almost all Fund’s investments are accounted for using the fair value model. (b) Basis of measurement These condensed interim financial statements have been prepared on a fair value basis for the main part of the Fund’s assets (equity investments, treasury bills and government bonds, respectively), and on the historical cost or amortised cost basis for the rest of the items included in the financial statements. (c) Functional and presentation currency These condensed interim financial statements are prepared and presented in Romanian Lei (RON), which is the Fund’s functional and presentation currency. All financial information presented in RON has been rounded to the nearest unit. (d) Use of estimates The preparation of these condensed interim financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Information and critical judgements in applying accounting policies with significant areas of estimation uncertainty that have the most significant impact on the amounts recognised in these condensed interim financial statements are included in the following notes: Note 13 – Deferred tax; Note 14 – Equity investments; Note 17 – Contingencies.
Condensed interim financial statements for the six month period ended 30 June 2021 9
FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 2. Basis of preparation (continued) (e) The impact of the COVID-19 pandemic on the Fund’s financial position Due to the negative impact of the COVID-19 pandemic on the global economic activity and global financial markets, Fund’s Sole Director estimates that the financial position and performance of the Fund was and may also be affected in the future as well, especially by the negative change in fair value of the Fund’s holdings which is recorded in profit or loss and also by the decrease of income from dividends received from portfolio companies. During the six month period ended 30 June 2021 the Fund’s Sole Director performed a periodic analysis of multiples values of publicly traded peers companies and adjusted the value of unlisted holdings accordingly, where the case (see Note 5 for further details on fair value adjustments). However, an accurate quantification of the further impact is difficult to estimate due to limited availability of the information, volatility and uncertainties existing in the market. Nevertheless, the Fund’s Sole Director does not estimate difficulties in fulfilling the Fund’s commitments to shareholders and obligations to third parties, the current and estimated future cash flows being sufficient to cover the payments to third parties and the distributions to shareholders. The Fund’s Sole Director will continue to closely monitor the evolution of the economic environment and the effects of the economic measures applied on a national and international level. 3. Significant accounting policies The significant accounting policies applied in these condensed interim financial statements are the same as those applied in the Fund’s financial statements for the year ended 31 December 2020 and have been applied consistently to all periods presented in these condensed interim financial statements. 4. Financial assets and financial liabilities Accounting classifications and fair values The table below presents the carrying amounts and fair values of the Fund’s financial assets and financial liabilities: Other financial assets at Fair value Other financial amortised through profit liabilities at Total carrying cost or loss amortised cost amount Fair value 30 June 2021 Cash and current accounts 144,125 - - 144,125 144,125 Distributions bank accounts 65,417,412 - - 65,417,412 65,417,412 Deposits with banks 415,277,143 - - 415,277,143 415,277,143 Government bonds - 77,636,287 - 77,636,287 77,636,287 Dividends receivable 525,281,650 - - 525,281,650 525,281,650 Equity investments - 10,446,755,122 - 10,446,755,122 10,446,755,122 Other financial assets 3,054,689 - - 3,054,689 3,054,689 Other financial liabilities - - (105,041,384) (105,041,384) (105,041,384) 1,009,175,019 10,524,391,409 (105,041,384) 11,428,525,044 11,428,525,044
Condensed interim financial statements for the six month period ended 30 June 2021 10
FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 4. Financial assets and financial liabilities (continued) Other Other financial financial assets at Fair value liabilities at amortised through amortised Total carrying cost profit or loss cost amount Fair value 31 December 2020 Cash and current accounts 174,667 - - 174,667 174,667 Distributions bank accounts 34,255,963 - - 34,255,963 34,255,963 Deposits with banks 659,982,573 - - 659,982,573 659,982,573 Government bonds - 380,268,285 - 380,268,285 380,268,285 Equity investments - 9,246,709,268 - 9,246,709,268 9,246,709,268 Other financial assets 445,140 - - 445,140 445,140 Other financial liabilities - - (52,648,441) (52,648,441) (52,648,441) 694,858,343 9,626,977,553 (52,648,441) 10,269,187,455 10,269,187,455
5. Net gain/(loss) from equity investments at fair value through profit or loss 6 months ended 6 months ended 30 June 2021 30 June 2020 Unrealised gain from equity investments at fair value through profit or loss 1,293,127,760 33,638,003 Unrealised loss from equity investments at fair value through profit or loss (103,497,017) (1,995,361,277) Realised gain from equity investments at fair value through profit or loss - 816,704 Total 1,189,630,743 (1,960,906,570) The unrealised gain from equity investments at fair value through profit or loss for the six month period ended 30 June 2021 was mainly generated by the change in fair value for the holding in Hidroelectrica SA (unrealised gain of RON 909,684,890) and OMV Petrom SA (unrealised gain of RON 243,758,207), as a result of the strong performance of these companies. The unrealised gain from equity investments at fair value through profit or loss for the six month period ended 30 June 2020 was mainly generated by the change in fair value for the holding in Nuclearelectrica SA (unrealised gain of RON 29,965,269). The unrealised loss from equity investments at fair value through profit or loss the six month period ended 30 June 2021 was mainly generated by the decrease in fair value for the holding in CN Aeroporturi Bucuresti SA (unrealised loss of RON 32,200,000), E-Distributie Banat SA (unrealised loss of RON 21,400,000) and E- Distributie Muntenia SA (unrealised loss of RON 20,000,000). The unrealised loss from equity investments at fair value through profit or loss for the six month period ended 30 June 2020 was generated by the negative change in fair value of the Fund’s holdings as a result of the negative impact of the COVID-19 pandemic on the economic activity and global capital markets. The most significant decreases of fair value were recorded by the holdings in OMV Petrom (unrealised loss of RON 696,616,414), E-Distributie companies (total unrealised loss of RON 639,300,000), CN Aeroporturi Bucuresti SA (unrealised loss of RON 287,100,000) and Hidroelectrica SA (unrealised loss of RON 179,000,000).
Condensed interim financial statements for the six month period ended 30 June 2021 11
FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 5. Net gain/(loss) from equity investments at fair value through profit or loss (continued) The realised gain from disposal of equity investments at fair value through profit or loss was calculated as the difference between the proceeds from the disposal and the fair value of the equity investments disposed of at the last annual financial statements date. The realised gain from disposal of equity investments at fair value through profit or loss for the six-month period ended 30 June 2020 was generated by the partial disposal of the holding in Nuclearelectrica SA. 6. Gross dividend income 6 months ended 6 months ended 30 June 2021 30 June 2020 Hidroelectrica SA 455,991,603 399,532,431 OMV Petrom SA 122,869,990 175,569,990 E-Distributie Muntenia SA 20,119,813 187,961,077 E-Distributie Banat SA 18,652,284 213,812,923 Engie Romania SA 17,941,285 12,084,099 CN Administratia Porturilor Maritime SA 6,691,538 5,492,149 Societatea Nationala a Sarii SA 5,626,066 - ENEL Energie Muntenia SA 4,800,019 - ENEL Energie SA 1,800,000 - Alcom SA 233,725 275,360 E-Distributie Dobrogea SA - 121,130,893 Nuclearelectrica SA - 34,883,435 Others 410,157 469,676 655,136,481 1,151,212,033
The dividend income was subject to 5% Romanian withholding tax during the six month periods ended 30 June 2021 and 30 June 2020. In cases where the relevant shareholding of the Fund was above 10% of total share capital of the paying company, for at least one year prior to the dividend distribution date, a withholding tax exemption is applied. According to the Annual Cash Distribution Policy of the Fund, the special cash distributions received from portfolio companies are not subject to Fund’s dividend distribution to shareholders. The Fund Manager may propose the distribution to shareholders of such amounts after considering the on-going measures imposed by the Discount Control Mechanism and the available cash. For the purpose of the Annual Cash Distribution Policy of the Fund, the special cash distributions are the amounts distributed by the portfolio companies from other sources than the annual net profit included in the latest annual financial statements. From the total gross dividend income for the six month period ended 30 June 2021 a total amount of RON 252,329,768 represented special cash distributions (six month period ended 30 June 2020: RON 672,484,145). 7. Operating expenses
6 months ended 6 months ended 30 June 2021 30 June 2020 FTIS administration fees (i) 38,814,681 29,085,060 FSA monthly fees (ii) 4,989,784 4,697,723 Third party services (iii) 3,300,527 3,695,901 BON remunerations and related taxes (iv) 721,392 723,690 Depositary bank fee 279,718 301,453 Intermediaries and other fees related to disposal of portfolio holdings 9,702 136,698 Other operating expenses 560,380 471,568 48,676,184 39,112,093
Condensed interim financial statements for the six month period ended 30 June 2021 12
FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 7. Operating expenses (continued) (i) FTIS administration fees The administration fees include the base fee and the distribution fee. The distribution fee related to dividend distributions to shareholders is recognised through profit or loss while the distribution fee related to the buy- backs is recognised directly in equity as buy-backs acquisition cost. An additional base fee of 0.05% is payable to FTIS as performance fee when the discount of the Fund’s share price to net asset value per share is below or equal to 20% but above 15% and a further 0.05% when the discount is equal or below 15%. The administration fees recorded during the first six months of 2021 and the first six months of 2020 are presented in the table below: 6 months ended 6 months ended
30 June 2021 30 June 2020 Base fee 29,608,555 24,241,401 Distribution fee related to dividend distributions to 4,271,477 4,179,654 shareholders Performance fee 4,934,648 664,005 Administration fees recognised in profit or loss 38,814,680 29,085,060 Distribution fees related to buy-backs recognised in 2,096,558 4,535,275 equity Total administration fees 40,911,238 33,620,335
The administration fees are invoiced and paid on a quarterly basis. (ii) FSA monthly fees During the six month periods ended 30 June 2021 and 30 June 2020, the FSA fee was 0.0078% per month applied on the total net asset value. For the period 1 April – 14 May 2020, FSA granted a 25% discount on the monthly fees to all market issuers as result of the emergency state declared due the COVID-19 pandemic. (iii) Third party services Third party services recorded during the period included the following categories of expenses:
6 months ended 6 months ended 30 June 2021 30 June 2020 Legal consultancy and litigation assistance 1,161,166 1,215,592 Portfolio valuation services 572,852 572,405 Financial auditor’s fees 389,542 463,921 Board of Nominees accommodation, transport and 231,135 249,056 insurance costs Tax compliance and advisory services 219,057 184,125 Public relations services 158,038 196,287 Investors' relations expenses 29,733 309,211 Other services 539,004 505,304 3,300,527 3,695,901 (iv) BON remunerations and related taxes Remunerations and related taxes included the remunerations paid to the members of the Board of Nominees as well as the related taxes and contributions payable to the Romanian State budget (see Note 18 (a) for further details).
Condensed interim financial statements for the six month period ended 30 June 2021 13
FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 8. Finance cost On 29 June 2020, the Fund extended the credit facility concluded with BRD - Groupe Societe Generale SA for a period of another two years, until 29 June 2022. The credit facility is for general corporate and operational use and has a committed amount of RON 45,000,000. The Fund may access, subject to bank’s approval and in accordance with the provisions of the credit facility agreement, additional financing in excess of the said committed amount, without exceeding a total amount of RON 100,000,000 at any given time. The Fund did not use the credit facility until the date of these condensed interim financial statements. The finance costs for the six month period ended 30 June 2021 of RON 45,250 (six month period ended 30 June 2020: RON 30,500) comprise the commitment fee on undrawn amounts from the credit facility. There are no outstanding amounts from the credit facility as at 30 June 2021 and 31 December 2020. 9. Income tax No current tax and no deferred tax were recorded during the six month periods ended 30 June 2021 and 30 June 2020. 6 months ended 6 months ended 30 June 2021 30 June 2020 Reconciliation of effective tax rate Net gain/ (loss) profit for the period 1,801,054,436 (848,614,238) Withholding tax on the dividend income (6,143,500) (10,522,671) Profit/(Loss) excluding income tax 1,807,197,936 (838,091,567)
Income tax benefit/(expense) using the standard tax rate (16%) (289,151,670) 134,094,651 Impact on the income tax of: Taxation applied on dividend income 98,678,337 173,671,253 Non-taxable income (other than dividend income) 199,012,389 140,016,659 Non-deductible expenses (52,349,247) (350,285,176) Elements similar to revenues (taxable equity items) (294,879) - Fiscal result impact in the current period 37,961,570 (108,020,058) Tax on income (i.e. withholding tax on the dividend income) (6,143,500) (10,522,671) The fiscal result impact as at 30 June 2021 of RON 37,961,570 included in the table above represents the current tax on profit for the first six months of 2021 which was offset by the Fund’s tax losses carried forward. The fiscal result impact as at 30 June 2020 of RON 108,020,058 included in the table above represents the unrecognised deferred tax for the tax losses recorded in the first six months of 2020. As at 30 June 2021 and 31 December 2020 there is no income tax due or to be recovered from the State Budget by the Fund. See Note 13 Deferred tax for details regarding the deferred tax computation and recognition. 10. Basic and diluted earnings/(loss) per share Basic earnings/(loss) per share is calculated by dividing the profit or loss for the period by the weighted average number of ordinary paid shares in issue during the period, excluding the average number of ordinary shares purchased by the Fund and held as treasury shares (based on their settlement date). As at 30 June 2021 and 30 June 2020, none of the Fund’s issued shares or other instruments had dilutive effect, therefore basic and diluted earnings/(loss) per share are the same.
Condensed interim financial statements for the six month period ended 30 June 2021 14 FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 10. Basic and diluted earnings/(loss) per share (continued)
6 months ended 6 months ended 30 June 2021 30 June 2020 Profit/(Loss) for the period 1,801,054,436 (848,614,238) Weighted average number of ordinary shares 5,974,299,981 6,674,119,240 Basic and diluted earnings/(loss) per share 0.3015 (0.1271) 11. Cash and current accounts and deposits with banks
30 June 2021 31 December 2020 Petty cash 84 114 Current accounts with banks 144,041 174,553 Distributions bank accounts 65,417,412 34,255,963 Cash and current accounts 65,561,537 34,430,630
30 June 2021 31 December 2020 Bank deposits with original maturities of less than three months 415,202,129 659,913,925 Interest accrued on bank deposits 75,014 68,648 Deposits with banks 415,277,143 659,982,573 The cash held in the distributions bank accounts can only be used for payments to shareholders. Such payments are subject to a general statute of limitation, respectively the shareholders may request the payments only within a three-year term starting with the distribution payment date, except for specific instances that are individually assessed. 12. Dividends receivable
30 June 2021 31 December 2020 Dividends receivable Hidroelectrica SA 455,991,602 - E-Distributie Muntenia SA 20,119,813 - E-Distributie Banat SA 18,652,284 - Engie Romania SA 17,941,285 - Societatea Nationala a Sarii SA 5,626,066 - ENEL Energie Muntenia SA 4,800,019 - ENEL Energie SA 1,800,000 - Other dividends receivable 648,666 298,882 525,579,735 298,882
Impairment loss allowance (298,085) (298,882) 525,281,650 -
Condensed interim financial statements for the six month period ended 30 June 2021 15
FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 13. Deferred tax As at 30 June 2021 and 31 December 2020 there is no difference between the carrying amount and tax base of assets and liabilities that could result in amounts that are deductible/ taxable when determining taxable profit or tax loss of future periods. In consequence, as at 30 June 2021 and 31 December 2020, the net deferred tax position is nil as the Fund did not recognise any deferred tax asset or deferred tax liability. As at 30 June 2021 the unused fiscal loss carried forward amounts to RON 3,183,320,565 (31 December 2020: RON 3,420,608,901) out of which RON 2,682,795,780 will expire on 31 December 2022 and RON 500,524,785 will expire on 31 December 2027. As at 30 June 2021 and 31 December 2020 the Fund did not recognise any deferred tax asset for the unused tax losses carried forward as there is a high probability that there will be insufficient future taxable profit against which the loss carried forward can be utilised. The effective tax rate used to calculate the deferred tax position of the Fund is 16% (standard tax rate). There was no movement in the deferred tax position during the six month periods ended 30 June 2021 and 30 June 2020. The deferred tax balances during both these periods were zero. 14. Equity investments All Fund’s equity investments are classified at fair value through profit or loss. The equity instruments of the Fund are valued at fair value as follows: At fair value, determined either by reference to published prices on the stock exchange where shares are traded (listed securities) or assessed using valuation techniques in accordance with International Valuation Standards (unlisted securities); Valued at nil, for holdings in companies in liquidation, dissolution, bankruptcy, insolvency, judicial reorganisation or which ceased their activity. The movement in the carrying amounts of equity investments at fair value through profit or loss during the six month periods ended 30 June 2021 and 30 June 2020 is presented below:
6 months ended 6 months ended 30 June 2021 30 June 2020 Opening balance 9,246,709,268 11,413,083,382 1,189,630,744 (1,960,906,570) Net gain/(loss) from equity investments at fair value through profit or loss (see Note 5 ) Subscriptions to share capital increase of portfolio 10,415,110 - companies (see Note 18 (b)) Disposals - (3,184,619) Closing balance 10,446,755,122 9,448,992,193
Portfolio As at 30 June 2021 and 31 December 2020 the Fund’s portfolio comprised the following holdings:
Condensed interim financial statements for the six month period ended 30 June 2021 16
FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 14. Equity investments (continued)
30 June 2021 31 December 2020 Hidroelectrica SA 6,039,000,000 5,128,900,000 OMV Petrom SA 1,684,507,933 1,440,749,726 Engie Romania SA 603,900,000 538,800,000 CN Aeroporturi Bucuresti SA 591,900,000 624,100,000 Administratia Porturilor Maritime SA 264,100,000 235,800,000 E-Distributie Banat SA 251,300,000 272,700,000 E-Distributie Muntenia SA 207,800,000 227,800,000 Alro SA 198,246,422 163,261,759 E-Distributie Dobrogea SA 188,500,000 177,200,000 Societatea Nationala a Sarii SA 182,800,000 201,200,000 Romaero SA 54,828,684 56,140,375 Enel Energie SA 52,500,000 52,500,000 Enel Energie Muntenia SA 43,100,000 43,100,000 Zirom SA 24,884,700 24,884,700 CN Administratia Canalelor Navigabile SA 17,751,740 17,751,740 Other 41,635,643 41,820,968 Total equity investments 10,446,755,122 9,246,709,268 None of the equity investments are pledged as collateral for liabilities. Fair value hierarchy The Fund classifies the fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurement, the levels of the fair value hierarchy being defined as follows: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Fund can access at the measurement date; Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). The table below presents the classification of the financial instruments carried at fair value by fair value hierarchy level, based on the inputs used in making the measurement: 30 June 2021 Level 1 Level 2 Level 3 Total Equity investments: 1,882,754,355 - 8,564,000,767 10,446,755,122 Power utilities: generation - - 6,039,000,000 6,039,000,000 Oil and gas 1,684,507,933 - - 1,684,507,933 Power and gas utilities: - - 1,347,100,000 1,347,100,000 distribution, supply Infrastructure - - 945,080,633 945,080,633 Heavy industry - - 207,684,700 207,684,700 Aluminium 198,246,422 - - 198,246,422 Postal services - - 13,100,000 13,100,000 Others - - 12,035,434 12,035,434 Government bonds 77,636,287 - - 77,636,287 Total 1,960,390,642 - 8,564,000,767 10,524,391,409
Condensed interim financial statements for the six month period ended 30 June 2021 17
FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 14. Equity investments (continued)
31 December 2020 Level 1 Level 2 Level 3 Total Equity investments: 1,604,011,486 - 7,642,697,782 9,246,709,268 Power utilities: generation - - 5,128,900,000 5,128,900,000 Oil and gas 1,440,749,726 - - 1,440,749,726 Power and gas utilities: - - 1,312,100,000 1,312,100,000 distribution, supply Infrastructure - - 950,292,324 950,292,324 Heavy industry - - 226,084,700 226,084,700 Aluminum 163,261,759 - - 163,261,759 Postal services - - 13,100,000 13,100,000 Other - - 12,220,759 12,220,759 Government bonds 380,268,285 - - 380,268,285 Total 1,984,279,771 - 7,642,697,782 9,626,977,553 The fair value hierarchy for the other assets and liabilities which are not classified at fair value through profit or loss but for which the fair value amount was disclosed in these condensed interim financial statements (see Note 4), is either Level 1, respectively for cash and cash equivalents and other financial liabilities, or Level 3, respectively for all other financial assets. The table below presents the movement in Level 3 equity investments during six month periods ended 30 June 2021 and 30 June 2020: 6 months ended 6 months ended 30 June 2021 30 June 2020 Opening balance 7,642,697,782 8,407,640,418 Net unrealised gain/(loss) recognised in profit or loss 910,887,875 (1,264,460,549) Subscriptions to share capital increase of portfolio 10,415,110 - companies Transfers in/(out) of Level 3 - - Closing balance 8,564,000,767 7,143,179,869
The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measurement. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustments based on unobservable inputs, that financial instrument is classified on Level 3. Assessing the significance of an input to the fair value measurement in its entirety requires significant judgment, considering factors specific to the asset. The Fund considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary and provided by independent sources that are actively involved in the relevant market. For Level 3, the equity investments valuations were performed using valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs, which ensures that the underlying data is accurate, and that appropriate inputs were used in the valuation.
Condensed interim financial statements for the six month period ended 30 June 2021 18
FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 14. Equity investments (continued) As at 30 June 2021, the fair value for 87% of the Level 3 equity investments (31 December 2020: for 85% of the Level 3 equity investments) was determined by applying the market comparison technique using comparable trading multiples for EBITDA, while the fair value for almost 13% of the Level 3 equity investments (31 December 2020: for almost 15% of the Level 3 equity investments) was determined by applying the income approach using the discounted cash flow method. The valuation technique currently used for the valuation of the holdings in the airports and the maritime ports companies (part of the investments in the infrastructure sector) was changed from the market approach - comparable companies, which was used in the previous years, to income approach method, mainly due to the following reasons: Market multiples of the companies in the airports peer group have significantly varied over the last year as the companies were severely impacted by the COVID-19 crisis thus displaying high levels of volatility. The restrictions due to COVID-19 are not aligned in all countries and airports may be affected differently considering their level of cash, debt, size, number of passengers. Industry analyses indicate that worldwide maritime ports were differently affected by the COVID-19 pandemic, depending on the specificity of their activities. There is no information related to how this is reflected in the level for multiples of each comparable companies in the peer group. Despite the worldwide impact of COVID-19 on marine industry, the Fund’s holding in the Romanian maritime ports (i.e. Constanta Ports) displayed a stable evolution, as the company’s operations mainly relate to maritime traffic of goods and not passengers. The valuation for the Level 3 equity investments as at 30 June 2021 was prepared as follows: - 97.3% of the fair value of Level 3 equity investments was determined based on the valuation reports updated with the assistance of the independent valuer as at 31 May 2021 incorporating the impact of any significant corporate action that took place until 30 June 2021; - 2.1% of the fair value of Level 3 equity investments was determined based on the valuation reports prepared with the assistance of an independent valuer as at 31 October 2020; - 0.7% of the fair value of Level 3 equity investments representing listed but illiquid holdings was determined based on the last available Bucharest Stock Exchange reference price; - the holdings in companies in liquidation, dissolution, bankruptcy, insolvency, judicial reorganisation or which ceased their activity were valued at nil. The valuation for the Level 3 equity investments as at 30 June 2020 was prepared as follows: - 97.4% of the fair value of Level 3 equity investments was determined based on the valuation reports updated with the assistance of the independent valuer as at 31 May 2020 incorporating the impact of any significant corporate action that took place until 30 June 2020; - 1.2% of the fair value of Level 3 equity investments was determined using (i) the multiples values as at 31 May 2020 of publicly traded peers companies (provided by an independent valuer) and (ii) the same methodology and computation algorithm as in the latest available valuation report (respectively as at 30 September 2019) prepared with the assistance of an independent valuer; all other variables were kept at the same level as in the latest valuation report; - 0.8% of the fair value of Level 3 equity investments was determined based on the valuation reports prepared with the assistance of an independent valuer as at 30 September 2019; - 0.5% of the fair value of Level 3 equity investments was determined based on the valuation reports prepared with the assistance of an independent valuer as at 31 December 2019; - 0.1% of the fair value of Level 3 equity investments representing listed but illiquid holdings was determined based on the last available Bucharest Stock Exchange reference price; - the holdings in companies in liquidation, dissolution, bankruptcy, insolvency, judicial reorganisation or which ceased their activity were valued at nil.
Condensed interim financial statements for the six month period ended 30 June 2021 19
FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 14. Equity investments (continued) Given the current context of the COVID-19 pandemic, the valuations are based on prevailing market, economic and other conditions at the valuation date and correspond with a period of significant volatility in global financial markets and widespread macro-economic uncertainty. To the extent possible, these conditions were reflected in the valuation. However, the factors driving these conditions can change over relatively short periods of time. The impact of any subsequent changes in these conditions on the global economy and financial markets generally, and on the Fund’s portfolio holdings specifically, could impact the estimated fair values in the future, either positively or negatively. In light of the spread of the coronavirus and the emergence to find some solutions, the existing uncertainty regarding the impact for businesses could persist for sometime. As a result, the current valuation may not have identified, or reliably quantified the impact of all such uncertainties and implications. The Fund’s management has analysed the period between the date of the valuation reports and the date when these condensed interim financial statements were authorised for issue and there was no information known or available to the Fund’s management which may have significant impact on the fair values of the equity investments as at the reporting date, as they are presented in these condensed interim financial statements. Considering the economic uncertainties, the increased economic risk and the strong volatility existing in the capital markets due to the negative impact of the COVID-19 pandemic, the Fund’s Sole Director closely monitors the evolution of the economic environment and the effects of the economic measures on the Fund’s portfolio companies. The Fund’s Sole Director will perform a periodic analysis of multiples values of publicly traded peers companies and will adjust the value of unlisted holdings accordingly, if the case. Based on the analysis of market multiples evolution up to the current valuation reports date, generally, it resulted that all multiples followed an increasing trend, the main drivers including: the decrease in yields, the descending trend in market risk premiums and additional factors related to market excitement due to improved perspectives regarding COVID-19. In addition, for the power generation sector, the increase in the price of CO2 certificates was noted as a potential factor for the market multiples increase. The Fund’s Sole Director believes that the fair values of the equity investments presented in these condensed interim financial statements represent the best estimates under the current conditions and based on available information. The Fund has an established control framework with respect to the measurement of fair values. This framework includes a valuation department and a valuation committee, both independent of portfolio management which have overall responsibility for fair value measurements. The economic uncertainties are expected to continue in the foreseeable future and consequently, there is a possibility that the assets of the Fund are not recovered at their carrying amounts in the ordinary course of business. A corresponding impact on the Fund’s profitability cannot be estimated reliably as of the date of these condensed interim financial statements. Fair value estimates obtained from models are adjusted for any other factors, such as liquidity risk or model uncertainties, to the extent that the Fund believes that a third-party market participant would consider these factors in pricing a transaction. For the financial investments classified as Level 1, the Fund had adequate information available with respect to active markets, with sufficient trading volume, for obtaining accurate prices.
Condensed interim financial statements for the six month period ended 30 June 2021 20
FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 14. Equity investments (continued) The following tables set out information about the significant unobservable inputs used at 30 June 2021 and 31 December 2020 in measuring equity instruments classified as Level 3 in the fair value hierarchy: Unobservable inputs Financial Fair value as at Valuation range (weighted Relationship of unobservable assets 30 June 2021 technique average) inputs to fair value Total 8,564,000,767 Unlisted 7,411,380,349 Market approach EBITDA multiple ranging The higher the EBITDA multiple, the equity - comparable from 4.45 - 11.90 (10.92) higher the fair value. instruments companies (based on Discount for lack of The lower discount for lack of EBITDA marketability: 14.7% or marketability, the higher the fair multiple) 20% (14.72%) value. Unlisted 1,083,447,229 Income Weighted average cost The lower the weighted average cost equity approach - of capital ranging from of capital, the higher the fair value. instruments discounted cash 10.40% - 14.50% and Listed flow method (11.10%) illiquid equity instruments Discount for lack of The lower the discount for the lack of marketability ranging marketability, the higher the fair from 9.6% - 16.3% value. (14.67%)
Discount for lack of control: 0% - 26.7% The lower the discount for the lack of (17.84%) control, the higher the fair value. Long-term revenue growth rate: 2% or 2.5% The higher the long-term revenue (2.48%) growth rate, the higher the fair value. Unlisted 13,100,000 Market approach Price/Earnings value: The higher the Price /Earnings equity - comparable 8.09 (8.09) multiple, the higher the fair value. instruments companies (based on Price Discount for lack of The lower the discount for the lack of /Earnings marketability: 24.0% marketability, the higher the fair multiple) (24.0%) value. Unlisted 0 Market approach Revenue multiple: 0.35 Irrespective of the evolution of the equity - comparable (0.35) unobservable inputs, the value of this instruments companies investment is zero due to the (based on negative equity value of this Revenue company generated by a high level multiple) of net debts. Listed illiquid 56,073,189 Bucharest Stock These shares are traded infrequently and have little price equity Exchange transparency. Fair values for these equity instruments were instruments reference price considered to be those used in the calculation of the net asset value of the Fund, in accordance with the regulations issued by the Financial Supervisory Authority.
Condensed interim financial statements for the six month period ended 30 June 2021 21
FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 14. Equity investments (continued)
Unobservable inputs Financial Fair value as at Valuation range (weighted Relationship of unobservable assets 31 December 2020 technique average) inputs to fair value Total 7,642,697,782 Unlisted 6,466,280,349 Market approach EBITDA multiple ranging The higher the EBITDA multiple, the equity - comparable from 4.45 - 9.83 (9.00) higher the fair value. instruments companies (based on Discount for lack of The lower discount for lack of EBITDA marketability: 14.7% or marketability, the higher the fair multiple) 20% (14.72%) value. Unlisted 1,105,747,229 Income Weighted average cost The lower the weighted average cost equity approach - of capital ranging from of capital, the higher the fair value. instruments discounted cash 10.40% - 14.50% and Listed flow method (11.24%) illiquid equity instruments Discount for lack of The lower the discount for the lack of marketability ranging marketability, the higher the fair from 9.6% - 16.3% value. (14.67%)
Discount for lack of control: 0% or 17% or The lower the discount for the lack of 18.8% or 19.1% or control, the higher the fair value. 26.7% (17.91%) Long-term revenue The higher the long-term revenue growth rate: 2% or 2.5% growth rate, the higher the fair value. (2%) Unlisted 13,100,000 Market approach Price/Earnings value: The higher the Price /Earnings equity - comparable 8.09 (8.09) multiple, the higher the fair value. instruments companies (based on Price Discount for lack of The lower the discount for the lack of /Earnings marketability: 24.0% marketability, the higher the fair multiple) (24.0%) value. Unlisted 0 Market approach Revenue multiple: 0.35 Irrespective of the evolution of the equity - comparable (0.35) unobservable inputs, the value of this instruments companies investment is zero due to the (based on negative equity value of this Revenue company generated by a high level multiple) of net debts. Listed illiquid 57,570,204 Bucharest Stock These shares are traded infrequently and have little price equity Exchange transparency. Fair values for these equity instruments were instruments reference price considered to be those used in the calculation of the net asset value of the Fund, in accordance with the regulations issued by the Financial Supervisory Authority. As at 30 June 2021 and 31 December 2020, the Fund’s investments in companies in liquidation, dissolution, bankruptcy, insolvency, judicial reorganisation or which ceased their activity are valued at nil.
Condensed interim financial statements for the six month period ended 30 June 2021 22
FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 14. Equity investments (continued) Significant unobservable inputs are the following: Revenue multiple: is a tool used to appraise businesses based on market comparison to similar public companies. Revenue based business value estimation may be preferred to earnings multiple valuation whenever there is uncertainty regarding some of a company's expenses. The most common tendency is to value a firm based on its sales whenever this number is the most direct indication of a company's earning capacity. EBITDA multiple: represents the most relevant multiple used when pricing investments and it is calculated using information from comparable public companies (similar geographic location, industry size, target markets and other factors that valuers consider to be reasonable). The traded multiples for comparable companies are determined by dividing the enterprise value of a company by its EBITDA and further discounted for considerations such as the lack of marketability and other differences between the comparable peer group and specific company. Discount for lack of marketability: represents the discount applied to the comparable market multiples to reflect the liquidity differences between a portfolio company relative to its comparable peer group. Valuers estimate the discount for lack of marketability based on their professional judgement after considering market liquidity conditions and company-specific factors. Discount for lack of control: represents the discount applied to reflect the absence of the power of control considered under the discounted cash flow method, in order to derive the value of a minority shareholding in the equity of subject companies. Weighted average cost of capital: represents the calculation of a company’s cost of capital in nominal terms (including inflation), based on the Capital Asset Pricing Model. All capital sources (shares, bonds and any other long-term debts) are included in a weighted average cost of capital calculation. Price/Earnings multiple (“P/E”): Price/Earnings ratio is a market prospect ratio that calculates the market value of an investment relative to its earnings by comparing the market price per share by the earnings per share. It shows what the market is willing to pay for an investment based on its current earnings. Investors often use this ratio to evaluate what an investment's fair market value should be by predicting future earnings per share. Price/Book value multiple: often expressed simply as price-to-book, this multiple measures a company's market price in relation to its book value (net assets). It reflects how many times the book value per share investors are ready to pay for a share. The Price/Book value multiple varies dramatically between industries. A company that requires more assets (e.g. a manufacturing company with factory space and machinery) will generally post a significantly lower price to book than a company whose earnings come from the provision of a service (e.g. a consulting firm). 15. Liabilities (a) Payable to shareholders 30 June 2021 31 Dec 2020 Dividends payable to shareholders, out of which: 67,341,638 34,228,491 - Net dividends payable to shareholders 65,406,113 34,228,491 - Dividend withholding tax payable to State Budget 1,935,525 - Returns of capital due to shareholders 151,946 151,946 67,493,584 34,380,437
Condensed interim financial statements for the six month period ended 30 June 2021 23
FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 15. Liabilities (continued) (a) Payable to shareholders (continued) The movement during the period is presented in the table below: 6 months ended 6 months ended
30 June 2021 30 June 2020
Opening balance 34,380,437 31,988,947 Gross distributions approved during the period, out of which: 427,147,747 417,965,383 - Net distributions payable to shareholders 413,407,805 403,263,206 - Dividend withholding tax due to State Budget 13,739,942 14,702,177 Payments of net distributions performed from the dedicated bank accounts (380,387,191) (8,082,309) Withholding tax payable to State Budget corresponding to the net dividends paid during the period (11,804,417) - Distributions for which the statute of limitation occurred (1,842,992) - Closing balance 67,493,584 441,872,021
(b) Other liabilities and provisions 30 June 2021 31 December 2020 FTIS Administration fees 23,501,605 16,447,827 Tax on dividends due to State Budget 11,804,417 772,075 Payables related to treasury shares under settlement 1,686,170 - Financial Supervisory Authority fees 849,446 778,355 Other liabilities 643,915 1,849,833 Provision for litigations - 856,247 38,485,553 20,704,337 16. Shareholders’ equity (a) Share capital There was no change in the share capital of the Fund recorded either during the first six months of 2021 or during the first six months of 2020. The table below presents the Fund’s shares balance and their nominal value:
30 June 2021 31 December 2020 Number of shares in issue 7,210,158,254 7,210,158,254 Number of paid shares 6,846,345,904 6,846,345,904 Number of unpaid shares 363,812,350 363,812,350 Nominal value per share (RON) 0.52 0.52
Condensed interim financial statements for the six month period ended 30 June 2021 24
FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated)
16. Shareholders’ equity (continued) The shareholders structure as at 30 June 2021 was as follows: % of subscribed % of paid share Shareholder categories share capital capital Romanian institutional investors 32.58% 34.31% Romanian private individuals 17.45% 18.37% The Bank of New York Mellon 15.99% 16.84% (depository bank for the Fund’s GDRs) Foreign institutional investors 13.12% 13.82% Foreign private individuals 2.89% 3.05% Romanian State 0.09% 0.10% Treasury shares 12.83% 13.51% Unpaid shares (see Note 16(b)) 5.05% - Total 100.00% 100.00% Source: Depozitarul Central SA (Central Depositary)
(b) Reserves related to the unpaid share capital Unpaid share capital represents the nominal value of certain contributions due to the Fund by the Romanian State, represented by the Ministry of Public Finance as shareholder, which were initially recorded as paid share capital (based on Law 247/2005) and in 2011 were considered unpaid following the final results of several litigations that took place in the past. Holders of unpaid shares are not entitled to vote or to receive dividends or other cash distributions, until the matters are legally clarified. Due to the fact that there are no clear provisions regarding the unpaid share capital in the special legislation related to the Fund and that according to the general framework provided by the Companies' Law the deadline for the payment by the Romanian State represented by Ministry of Public Finance of the unpaid share capital expired, the Fund recorded a presentation adjustment as at 31 December 2017 for the entire balance of unpaid share capital against other reserves. This adjustment was recorded in the financial statements only for presentation purpose, while the actual cancellation of the unpaid share capital in the accounting will follow the legal requirements and will be booked only after the successful completion of the necessary legal steps. The receivable related to the unpaid amounts from the Romanian State is fully impaired.
Condensed interim financial statements for the six month period ended 30 June 2021 25
FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated)
16. Shareholders’ equity (continued) (c) Other reserves 30 June 2021 31 December 2020 Legal reserve 533,826,946 533,826,946 Other reserves 671,941,939 236,026,121 Distributions for which the statute of limitation occurred - 5,573,278 Losses from cancellation of treasury shares (negative equity reserves) - (236,026,121) 1,205,768,885 539,400,224 The legal reserve cannot be used for distributions to shareholders. The amounts allocated to other reserves are to be used to cover the losses (negative reserves) recorded from cancellation of shares acquired through the buy-back programmes. The other reserves balance as at 31 December 2020 of RON 236,026,121 was used to cover the negative reserves recorded from cancellation of shares acquired during the tenth buy-back programme, according to the resolution of the Fund’s General Shareholders’ Meeting (“GSM”) held on 28 April 2021. In the same time, the Fund’s shareholders’ approved during the 28 April 2021 GSM, the allocation to other reserves of an amount of RON 671,941,939 from retained earnings and reserves resulted from the distributions for which the statute of limitation occurred, in order to be available for covering the negative reserves estimated to arise from cancellation of shares acquired during 2020 through the eleventh buy-back programme. Losses from cancellation of treasury shares comprise the negative reserves related to the losses on the cancellation of treasury shares acquired at an acquisition value higher than the nominal value. These amounts may be covered from retained earnings and other equity elements, in accordance with the resolution of the General Shareholders Meeting. Starting with January 2017, the Fund’s share nominal value was constantly lower than its market price, situation which did not change up to the date of these financial statements. All buy-backs performed after this date were made at an acquisition price higher than the nominal value and consequently all cancellations of treasury shares acquired through the buy-back programmes generated negative reserves. There was no negative reserve recorded during the six-month periods ended 30 June 2021 and 30 June 2020.
(d) Treasury shares The table below summarises the details regarding the twelfth buy-back programme, respectively the buy-back programme carried during 2021: GSM date approving the Starting Completion Acquisition price range buy-back programme date date as approved by GSM Twelfth buy-back 13-Nov-2020 1-Jan-2021 31-Dec-2021 RON 0.2 - 2 per share programme The twelfth buy-back programme refers to the acquisition by the Fund of a maximum number of 800,000,000 shares and/or equivalent global depository receipts corresponding to the Fund’s shares. The movement in the number of treasury shares (including the equivalent shares of GDRs bought-back) during the first six months of 2021 and the first six months of 2020 is presented in the tables below:
Condensed interim financial statements for the six month period ended 30 June 2021 26 FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 16. Shareholders’ equity (continued) (d) Treasury shares (continued) Opening balance Acquisitions Cancellations Closing balance 1 January 2021 during the period during the period 30 June 2021 11th buy-back 797,961,287 - - 797,961,287
12th buy-back - 129,836,095 - 129,836,095 797,961,287 129,836,095 - 927,797,382
Opening balance Acquisitions Cancellations Closing balance 1 January 2020 during the period during the period 30 June 2020 10th buy-back 403,812,443 - - 403,812,443 11th buy-back - 354,699,875 - 354,699,875 403,812,443 354,699,875 - 758,512,318 The movement of treasury shares carrying amounts during the first six months of 2021 and the first six months of 2020 is presented in the tables below:
Opening balance Cost of treasury Cancellation of Closing balance 1 January 2021 shares acquired treasury shares 30 June 2021 11th buy-back 1,086,443,209 438,598 - 1,086,881,807 12th buy-back - 213,563,386 - 213,563,386 1,086,443,209 214,001,984 - 1,300,445,193
The difference between the total 11th buy-back cost as at 30 June 2021 (i.e. RON 1,086,881,807) included in the table above and the buy-back carrying amount presented in the audited financial statements for the year ended 31 December 2020 (i.e. RON 1,086,443,209) is due to the difference between the actual invoiced amounts as per invoices received by the Fund in 2021 and the related accrued costs booked in the Fund’s accounting as at 31 December 2020.
Opening balance Cost of treasury Cancellation of Closing balance 1 January 2020 shares acquired treasury shares 30 June 2020 10th buy-back 446,008,591 - - 446,008,591
11th buy-back - 463,496,660 - 463,496,660
446,008,591 463,496,660 - 909,505,251 (e) Dividend distribution During the 28 April 2021 General Shareholders Meeting, the Fund’s shareholders approved the distribution of a gross dividend of RON 0.072 per share from 2016 and 2017 unallocated profits. The shareholders registered in the shareholders’ registry with the Central Depositary on 28 May 2021 have the right to receive a gross dividend of RON 0.072 per share, proportionally with their participation in the paid-in share capital of the Fund. The payment started on 22 June 2021 and until the date of these condensed interim financial statements, shareholders had collected over 91% of the total distribution. During the 16 July 2021 General Shareholders Meeting, the Fund’s shareholders approved the distribution of a gross dividend of RON 0.070 per share from the remaining balance of 2017 and 2019 unallocated profits. The shareholders registered in the shareholders’ registry with the Central Depositary on 6 August 2021 have the right to receive a gross dividend of RON 0.070 per share, proportionally with their participation in the paid-in share capital of the Fund. The payment will start on 27 August 2021.
Condensed interim financial statements for the six month period ended 30 June 2021 27 FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 17. Contingencies Litigations At 30 June 2021, the Fund was involved in certain litigations, either as defendant or claimant. After analysing the requirements of IAS 37 Provisions, Contingent Liabilities and Contingent Assets, the Fund considers that there are no litigations which may have significant effects on the Fund’s financial position or profitability. Other contingencies Other contingencies of the Fund included the receivables from World Trade Center Bucuresti SA, as detailed below. Title II, Article 4 of Government Emergency Ordinance no. 81/2007 stipulated the transfer of World Trade Center Bucuresti SA receivables from the Authority for State Assets Recovery to the Fund, amounting to USD 68,814,198 (including the original principal and related interest and penalties) on 29 June 2007. Between 2008 and 2010 the Fund recovered from World Trade Center Bucuresti SA, USD 510,131, EUR 148,701 and RON 8,724,888. Given the uncertainties regarding the recoverability of the amounts due by World Trade Center Bucuresti SA, the above amounts were recognised on receipt basis in the Fund’s financial statements. In August 2013, World Trade Center Bucuresti SA filed a claim against the Fund asking the Fund to pay back all the amounts received through the enforcement procedure during 2010 and 2011 (EUR 148,701, USD 10,131 and RON 8,829,663). On 7 July 2016, the Bucharest Court admitted the claim filed by World Trade Center Bucuresti SA and obliged Fondul Proprietatea to pay back the amounts recovered from the enforcement procedure (EUR 148,701, USD 10,131 and RON 8,829,663) and the related legal interest calculated for these amounts. During the period from July to August 2016, the Fund performed the payment of these amounts and the related legal interest to World Trade Center Bucuresti SA. The Court decision is irrevocable. The amounts recovered from the enforcement procedure were originally accounted for by the Fund as contributions of the Romanian State to the share capital of the Fund, decreasing the receivable related to the unpaid capital. Consequently, these amounts are to be recovered by the Fund from the Romanian State (being accounted for as a receivable over this shareholder of the Fund, for which an impairment adjustment was recorded), while the legal interest was recorded as an expense with provisions for litigations. On 18 February 2020, the Court ruled in favour of the Fund in the case started against the Romanian State, represented by Ministry of Public Finance, for recovering the contributions of the Romanian State to the share capital of the Fund. The decision was issued in the first stage and Ministry of Public Finance appealed it. On 18 September 2020, Bucharest Court of Appeal admitted the appeal of Ministry of Public Finance. The Fund filled the second appeal which was rejected by the High Court of Cassation and Justice on 1 April 2021. The Fund is waiting to receive the full decision of the Court following to investigate the next actions that will be taken based on the argumentation of the High Court of Cassation and Justice. 18. Related parties (a) Key management (i) Board of Nominees (“BON”) 6 months ended 6 months ended 30 June 2021 30 June 2020 Total Fund's cost with BON remuneration, out of which: 721,392 723,690 - Net remuneration paid to BON members 581,955 514,548 - Related taxes and contributions payable to State Budget 139,437 209,142
Condensed interim financial statements for the six month period ended 30 June 2021 28 FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 18. Related parties (continued) (a) Key management (continued) (i) Board of Nominees (continued) During the first six months of 2021, there was performed a recalculation of the net remuneration for one of the BON members, for the entire period from the beginning of his mandate as member of the Fund’s Board of Nominees until 31 December 2020, as a result of a different tax treatment that should have been applied in his case. Thus, the amount of RON 384,520 was paid to him as net remuneration while the corresponding overpaid contributions to the State Budget resulted following the recalculation to be offset by the Fund with the taxes payable to the State Budget in the future. There were no loans to or other transactions between the Fund and the members of the Board of Nominees neither in the first six months of 2021 nor in the first six months of 2020. There are no post-employment, long term or termination benefits related to the remuneration of the members of the Board of Nominees. On 24 March 2021 the Fund’s shareholders elected as members of the Board of Nominees, for a three-years period, Mr. Nicholas Paris and Ömer Tetik, following the expiration of the mandates of Mr. Julian Healy and respectively Mr. Piotr Rymaszewski on 5 April 2021. (ii) Sole Director and Investment Manager FTIS is the Sole Director and Alternative Investment Fund Manager of the Fund starting with 1 April 2016. Until 30 November 2020, FTIS had delegated the role of Investment Manager, as well as certain administrative functions to FTIML. Starting 1 December 2020, the activity carried out by FTIML through the delegation agreement ceased by mutual consent of the parties. Starting this date, the portfolio management and the administrative activities previously delegated to FTIML are performed by FTIS through its Bucharest Branch. The transactions carried out between the Fund and FTIS Luxemburg were the following:
6 months ended 6 months ended Transactions 30 June 2021 30 June 2020 Administration fees 40,911,238 33,620,335 The transactions carried out between the Fund and FTIS Bucharest Branch were the following:
6 months ended 6 months ended Transactions 30 June 2021 30 June 2020 Rent expense charged to the Fund 41,553 - Operating cost charged to the Fund 13,460 - 55,012 - The transactions carried out between the Fund and FTIML were the following:
6 months ended 6 months ended Transactions 30 June 2021 30 June 2020 Rent expense charged to the Fund - 40,801 Operating cost charged to the Fund - 13,371 - 54,172
Condensed interim financial statements for the six month period ended 30 June 2021 29 FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 18. Related parties (continued) (a) Key management (continued) (ii) Sole Director and Investment Manager (continued) During the first six months of 2021, the Fund recorded RON 80,216 representing expenses incurred by FTIS Bucharest Branch on its behalf. During the first six months of 2020, the Fund recorded RON 346,264 representing expenses incurred by FTIML Bucharest Branch on its behalf. These expenses were primarily related to promotional activities for the Fund (investor relations). The recharge of these expenses to the Fund followed the provisions of the management agreement in place at the respective moment and was subject to Board of Nominees’ approval. The outstanding liabilities owed by the Fund were as follows:
Amounts due to: 30 June 2021 31 December 2020 FTIS Luxembourg 23,501,605 16,447,827 FTIS Bucharest Branch - 9,546 23,501,605 16,457,372 There are no other elements of compensation for key management besides those described above. (b) Subsidiaries The Fund had the following subsidiaries, all of which are incorporated in Romania: 30 June 2021 31 December 2020 Ownership interest Zirom SA 100% 100% Alcom SA 72% 72% Comsig SA 70% 70% During the first six months of 2021, the Fund recorded the dividend distributed by Alcom SA in amount of RON 233,725 and participated in the cash share capital increase of Zirom SA, subscribing 1,000,000 new shares, at the nominal value of RON 10 per share (in total of RON 10,000,000). During the first six months of 2020, the Fund recorded and collected from Alcom SA dividends in total amount of RON 275,360. As at 30 June 2021 and 31 December 2020, Comsig SA was in administrative liquidation process, which is still ongoing at the date of these condensed interim financial statements. In April 2021, the Fund received from Comsig SA as liquidation proceeds an amount of RON 62,154. Until the date of these condensed interim financial statements, Comsig SA was not deregistered from Trade Registry. The fair value of investments in subsidiaries is presented in the table below:
30 June 2021 31 December 2020 Zirom SA 24,884,700 24,884,700 Alcom SA 8,863,429 8,863,429 Comsig SA - - 33,748,129 33,748,129 As at 30 June 2021 and 31 December 2020, the Fund had no commitment to provide financial or other support to its subsidiaries, including commitments to assist the subsidiaries in obtaining financial support.
Condensed interim financial statements for the six month period ended 30 June 2021 30 FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (all amounts are in RON unless otherwise stated) 18. Related parties (continued) (c) Associates As 30 June 2021 and 31 December 2020 the Fund had two associates, both incorporated in Romania: 30 June 2021 31 December 2020 Ownership interest Societatea Nationala a Sarii SA 49% 49% Plafar SA 49% 49% During the first six months of 2021, the Fund recorded a dividend of RON 5,626,066 (first six months of 2020: nil) distributed by Societatea Nationala a Sarii SA and a dividend of RON 116,856 (first six months of 2020: RON 100,097) distributed by Plafar SA. For both, Societatea Nationala a Sarii and Plafar dividends, the payment date is after 30 June 2021 according to these companies’ shareholders resolution. Also, as at 30 June 2021 there was a balance due by Societatea Nationala a Sarii SA to the Fund amounted RON 7,345 (31 December 2020: RON 7,178) which comprised the outstanding dividend receivable distributed in 2018 of RON 6,378 (31 December 2020: RON 6,378) and the penalties for delay payment of dividends of RON 967 (31 December 2020: RON 800). This outstanding balance due by Societatea Nationala a Sarii SA to the Fund is fully impaired.
Condensed interim financial statements for the six month period ended 30 June 2021 31 Fondul Proprietatea SA Annex 2 Statement of Assets and Obligations of Fondul Proprietatea SA as at 30 June 2021, prepared in accordance with CNVM Regulation 4/2010 (Annex no. 4)
31 December 2020 30 June 2021 Differences RON Item % of the net % of the Currency RON % of the net asset % of the total Currency RON asset total asset asset I. Total assets 100.5399% 100.0000% 10,322,346,256.28 100.9274% 100.0000% 11,534,654,816.02 1,212,308,559.74 1 Securities and money market instruments, out of which: * 19.9739% 19.8669% 2,050,713,400.44 17.7214% 17.5586% 2,025,327,255.92 (25,386,144.52) 1.1. securities and money market instruments admitted or traded on a regulated market 17.7214% 17.5586% - 2,025,327,255.92 (25,386,144.52) from Romania, out of which: 19.9739% 19.8669% - 2,050,713,400.44 1.1.1 listed shares traded in the last 30 trading days 16.1838% 16.0970% - 1,661,581,690.23 16.9645% 16.8087% - 1,938,827,543.64 277,245,853.41 1.1.2 listed shares not traded in the last 30 trading days 0.0863% 0.0859% - 8,863,425.29 0.0776% 0.0768% - 8,863,425.29 - 1.1.3 Government bonds 3.7038% 3.6840% - 380,268,284.92 0.6793% 0.6731% - 77,636,286.99 (302,631,997.93) 1.1.4 allotment rights not admitted at trading on a regulated market ------1.2. securities and money market instruments admitted or traded on a regulated market from a member state, out of which: ------1.2.1 listed shares traded in the last 30 trading days ------1.2.2 listed shares not traded in the last 30 trading days ------1.3. securities and money market instruments admitted on a stock exchange from a state not a member or negotiates on another regulated market from a state not a member, that operates on a regular basis and is recognized and opened to the public, approved by the Financial Supervisory Authority ("FSA") ------2 New issued securities ------3 Other securities and money market instruments mentioned at art. 187 letter a) of the 74.3662% 73.6827% - 8,499,052,162.53 922,795,532.06 Regulation no.15/2004, out of which: 73.7930% 73.3967% - 7,576,256,630.47 - shares not admitted at trading on a regulated market 73.7930% 73.3967% - 7,576,256,630.47 74.3662% 73.6827% - 8,499,052,162.53 922,795,532.06 4 Bank deposits, out of which: 6.4282% 6.3937% 659,982,573.15 3.6336% 3.6003% 415,277,143.33 (244,705,429.82) 4.1. bank deposits made with credit institutions from Romania 6.4282% 6.3937% - 659,982,573.15 3.6336% 3.6003% - 415,277,143.33 (244,705,429.82) - in RON 6.4282% 6.3937% 659,982,573.15 3.6336% 3.6003% 415,277,143.33 (244,705,429.82) - in euro ------4.2. bank deposits made with credit institutions from an EU state ------4.3. bank deposits made with credit institutions from an non-EU state ------5 Derivatives financial instruments traded on a regulated market ------6 Current accounts and petty cash out of which: 0.3354% 0.3336% 34,430,629.84 0.5737% 0.5684% 65,561,536.66 31,130,906.82 - in RON 0.3343% 0.3325% - 34,325,895.24 0.5731% 0.5678% - 65,494,166.14 31,168,270.90 - in euro 0.0000% 0.0000% EUR 610.18 2,971.21 0.0000% 0.0000% EUR 397.12 1,956.49 (1,014.72) - in USD 0.0010% 0.0010% USD 25,026.03 99,253.23 0.0006% 0.0006% USD 15,357.96 63,620.35 (35,632.88) - in GBP 0.0000% 0.0000% GBP 463.12 2,510.16 0.0000% 0.0000% GBP 312.63 1,793.68 (716.48) 7 Money market instruments, others than those traded on a regulated market, according to art. 101 par. (1) letter g) of Law no. 297/2004 regarding the capital market, with subsequent additions and amendments, out of which: - - - - 0.0000% 0.0000% - - - - Treasury bills with original maturities of less than 1 year - - - - 0.0000% 0.0000% - - - 8 Participation titles of OCIU and/or of UCITS (A.O.P.C./ O.P.C.V.M.) ------9 Other assets out of which: 0.0095% 0.0091% - 963,022.38 4.6325% 4.5900% - 529,436,717.58 528,473,695.20 - net dividend receivable from Romanian companies - - - - 4.5962% 4.5540% - 525,281,650.32 525,281,650.32 - receivables related to the cash contributions to the share capital increases performed 0.0008% 0.0007% - 85,750.00 (359,390.00) by portfolio companies 0.0043% 0.0042% - 445,140.00 - tax on dividends to be recovered from the State Budget 0.0034% 0.0033% - 348,524.00 0.0002% 0.0002% - 20,546.00 (327,978.00) - intangible assets 0.0000% 0.0000% - - 0.0000% 0.0000% - - - - advance payments for intangible assets 0.0003% 0.0002% - 28,384.79 0.0002% 0.0002% - 28,384.79 - - other receivables out of which: 0.0002% 0.0001% - 5,180.00 0.0305% 0.0303% - 3,486,142.95 3,480,962.95 0.0045% 0.0045% - 517,204.00 512,024.00 - in RON 0.0001% 0.0001% - 5,180.00 0.0260% 0.0257% USD 716,702.22 2,968,938.95 2,968,938.95 - in USD - - - - - prepaid expenses 0.0013% 0.0013% - 135,793.59 0.0047% 0.0046% - 534,243.52 398,449.93
II. Total liabilities 0.5399% 0.5370% 55,434,352.18 0.9274% 0.9190% 105,999,683.03 50,565,330.85 Liabilities in relation with the payments of fees due to the investment management 0.2056% 0.2037% - 23,501,604.61 7,053,777.75 1 company (S.A.I.) 0.1602% 0.1593% - 16,447,826.86 2 Liabilities related to the fees payable to the depositary bank 0.0004% 0.0004% - 42,297.22 0.0004% 0.0004% - 43,706.83 1,409.61 3 Liabilities related to the fees payable to intermediaries 0.0046% 0.0046% - 475,920.00 0.0000% 0.0000% - 0.00 (475,920.00) 4 Liabilities related to commissions and other bank services ------5 Interest payable ------6 Liabilities related to issuance costs ------7 Liabilities in relation with the fees/commissions to FSA 0.0076% 0.0075% - 778,355.05 0.0074% 0.0074% - 849,445.53 71,090.48
Fondul Proprietatea SA Statement of Assets and Obligations as at 30 June 2021, prepared in accordance with CNVM Regulation 4/2010 1 Fondul Proprietatea SA
31 December 2020 30 June 2021 Differences RON Item % of the net % of the Currency RON % of the net asset % of the total Currency RON asset total asset asset 8 Liabilities related to audit fees 0.0018% 0.0018% - 189,408.19 0.0000% 0.0000% - 0.00 (189,408.19) 9 Other Liabilities, out of which: 0.3653% 0.3634% - 37,500,544.86 0.7140% 0.7075% - 81,604,926.06 44,104,381.20 - liabilities to the Fund's shareholders related to the dividend distribution 0.3334% 0.3316% - 34,228,490.76 0.5892% 0.5839% - 67,341,638.36 33,113,147.60 - liabilities related to the return of capital 0.0015% 0.0015% - 151,945.60 0.0013% 0.0013% - 151,945.60 - - liabilities related to Government securities under settlement 0.0000% 0.0000% - - 0.0000% 0.0000% - - - - provisions 0.0083% 0.0083% - 856,247.22 0.0000% 0.0000% - - (856,247.22) - liabilities related to buybacks under settlement - - - - 0.0148% 0.0146% - 1,686,169.54 1,686,169.54 - remunerations and related contributions 0.0003% 0.0003% - 34,857.00 0.0009% 0.0009% - 108,853.00 73,996.00 - VAT payable to State Budget 0.0000% 0.0000% - 904.81 0.0000% 0.0000% - - (904.81) - tax on dividends payable to State Budget 0.0110% 0.0110% - 1,120,599.00 0.1035% 0.1025% - 11,824,963.00 10,704,364.00 - other liabilities out of which: 0.0108% 0.0107% - 1,107,500.47 0.0043% 0.0043% - 491,356.56 (616,143.91) - in RON 0.0108% 0.0107% - 1,107,500.47 0.0043% 0.0043% - 491,356.56 (616,143.91) - in EUR ------III. Net Asset Value (I - II) 100.0000% 99.4630% 10,266,911,904.10 100.0000% 99.0810% 11,428,655,132.99 1,161,743,228.89 * = Includes also the value of holdings in companies admitted to trading on AeRo market (alternative regulated market) Unitary Net Asset Value
Item 30 June 2021 31 December 2020 Differences Net Asset Value 11,428,655,132.99 10,266,911,904.10 1,161,743,228.89 Number of outstanding shares 5,918,548,522 6,048,384,617 (129,836,095) Unitary net asset value 1.9309 1.6974 0.2335
DETAILED STATEMENT OF INVESTMENTS AS AT 30 JUNE 2021 Securities admitted or traded on a regulated market in Romania, out of which: 1.1 listed shares traded in the last 30 trading days
Date of the Stake in the Stake in Fondul Stake in Fondul last trading No. of shares Nominal Share issuer's Proprietatea total Proprietatea net Issuer Symbol session held value value Total value capital asset asset Evaluation method Alro Slatina SA ALR 30/Jun/2021 72,884,714 0.5 2.7200 198,246,422.08 10.21% 1.7187% 1.7346% Closing price IOR SA IORB 23/Jun/2021 2,622,273 0.1 0.1700 445,786.41 0.82% 0.0039% 0.0039% Reference price - Average price Mecon SA MECP 30/Jun/2021 60,054 11.6 13.3000 798,718.20 12.51% 0.0069% 0.0070% Reference price - Average price OMV Petrom SA SNP 30/Jun/2021 3,963,548,078 0.1 0.4250 1,684,507,933.15 6.99% 14.6039% 14.7393% Closing price Romaero SA RORX 22/Jun/2021 1,311,691 2.5 41.8000 54,828,683.80 18.87% 0.4753% 0.4797% Reference price - Average price Total 1,938,827,543.64 16.8087% 16.9645%
1.2 listed shares but not traded in the last 30 trading days
Stake in Fondul Stake in Fondul Date of the last No. of shares Nominal Share Stake in the Proprietatea total Proprietatea net Issuer Symbol trading session held value value Total value issuer's capital asset asset Evaluation method Alcom SA ALCQ 10/Feb/2017 89,249 2.5 99.3112 8,863,425.29 71.89% 0.0768% 0.0776% Fair value / share (Value based on valuation report as at 31 October 2020) Total 8,863,425.29 0.0768% 0.0776%
Fondul Proprietatea SA Statement of Assets and Obligations as at 30 June 2021, prepared in accordance with CNVM Regulation 4/2010 2 Fondul Proprietatea SA Instruments mentioned at art. 187 letter a) of the Regulation no. 15/2004, out of which: Unlisted shares
Stake in Stake in Stake in Acquisition price (total the Fondul Fondul No. of shares Date of price of acquisition of Share issuer's Proprietatea Proprietatea Issuer held acquisition * shares)** value Total value capital total asset net asset Company status Evaluation method Aeroportul International Mihail Unlisted companies, in Fair value / share (Value based on valuation report as at Kogalniceanu - Constanta SA 23,159 19/Jul/2005 1,490,898 111.0410 2,571,598.52 20.00% 0.0223% 0.0225% function 31 October 2020) Aeroportul International Unlisted companies, in Fair value / share (Value based on valuation report as at Timisoara - Traian Vuia SA 32,016 19/Jul/2005 2,652,588 199.9000 6,399,998.40 20.00% 0.0555% 0.0560% function 31 October 2020) CN Administratia Canalelor Unlisted companies, in Fair value / share (Value based on valuation report as at Navigabile SA 203,160 19/Jul/2005 15,194,209 87.3781 17,751,734.80 20.00% 0.1539% 0.1553% function 31 October 2020) CN Administratia Porturilor Unlisted companies, in Fair value / share (Value based on valuation report as at Dunarii Fluviale SA 27,554 19/Jul/2005 675,810 84.7332 2,334,738.59 20.00% 0.0202% 0.0204% function 31 October 2020) CN Administratia Porturilor Unlisted companies, in Fair value / share (Value based on valuation report as at Dunarii Maritime SA 21,237 19/Jul/2005 1,351,671 244.5669 5,193,867.26 20.00% 0.0450% 0.0454% function 31 October 2020) CN Administratia Porturilor Unlisted companies, in Fair value / share (Value based on valuation report as at Maritime SA 2,658,128 19/Jul/2005 52,691,564 99.3556 264,099,902.32 19.99% 2.2896% 2.3109% function 31 May 2021) CN Aeroporturi Bucuresti SA Unlisted companies, in Fair value / share (Value based on valuation report as at *** 2,875,443 5/Feb/2010 131,168,263 205.8465 591,899,877.50 20.00% 5.1315% 5.1791% function 31 May 2021) Complexul Energetic Oltenia Unlisted companies, in Fair value / share (Value based on valuation report as at SA**** 27,387,940 31/May/2012 670,353,852 0.0000 0.00 21.55% 0.0000% 0.0000% function 31 October 2020) Comsig SA 75,655 19/Jul/2005 132,633 0.0000 0.00 69.94% 0.0000% 0.0000% Administrative liquidation Priced at zero Unlisted companies, in Fair value / share (Value based on valuation report as at E-Distributie Banat SA 9,220,644 19/Jul/2005 141,578,929 27.2540 251,299,431.58 24.12% 2.1786% 2.1989% function 31 May 2021) Unlisted companies, in Fair value / share (Value based on valuation report as at E-Distributie Dobrogea SA 6,753,127 19/Jul/2005 114,760,053 27.9129 188,499,358.64 24.09% 1.6342% 1.6494% function 31 May 2021) Unlisted companies, in Fair value / share (Value based on valuation report as at E-Distributie Muntenia SA 3,256,396 19/Jul/2005 107,277,263 63.8128 207,799,746.67 12.00% 1.8015% 1.8182% function 31 May 2021) Unlisted companies, in Fair value / share (Value based on valuation report as at Enel Energie Muntenia SA 444,054 19/Jul/2005 2,833,769 97.0602 43,099,970.05 12.00% 0.3737% 0.3771% function 31 October 2020) Unlisted companies, in Fair value / share (Value based on valuation report as at Enel Energie SA 1,680,000 19/Jul/2005 26,124,808 31.2500 52,500,000.00 12.00% 0.4552% 0.4594% function 31 October 2020) Unlisted companies, in Fair value / share (Value based on valuation report as at Engie Romania SA 2,390,698 19/Jul/2005 62,610,812 252.6040 603,899,877.59 11.99% 5.2355% 5.2841% function 31 May 2021) Gerovital Cosmetics SA 1,350,988 19/Jul/2005 340,996 0.0000 0.00 9.76% 0.0000% 0.0000% Bankruptcy Priced at zero Unlisted companies, in Fair value / share (Value based on valuation report as at Hidroelectrica SA 89,437,916 19/Jul/2005 3,020,007,106 67.5216 6,038,991,188.99 19.94% 52.3552% 52.8408% function 31 May 2021) Unlisted companies, in Fair value / share (Value based on valuation report as at Plafar SA 132,784 28/Jun/2007 3,160,329 14.5160 1,927,492.54 48.99% 0.0167% 0.0169% function 31 October 2020) Unlisted companies, in Fair value / share (Value based on valuation report as at Posta Romana SA 14,871,947 19/Jul/2005 84,664,380 0.8808 13,099,210.92 6.48% 0.1136% 0.1146% function 31 October 2020) Romplumb SA 1,595,520 28/Jun/2007 19,249,219 0.0000 0.00 33.26% 0.0000% 0.0000% Bankruptcy Priced at zero Salubriserv SA 43,263 19/Jul/2005 207,601 0.0000 0.00 17.48% 0.0000% 0.0000% Bankruptcy Priced at zero Simtex SA 132,859 28/Jun/2007 3,059,858 0.0000 0.00 30.00% 0.0000% 0.0000% Juridical reorganisation Priced at zero Societatea Nationala a Sarii Unlisted companies, in Fair value / share (Value based on valuation report as at SA 2,005,884 28/Jun/2007 76,347,715 91.1318 182,799,819.51 48.99% 1.5848% 1.5995% function 31 May 2021) World Trade Center Bucuresti SA 198,860 19/Jul/2005 42,459 0.0000 0.00 19.90% 0.0000% 0.0000% Insolvency Priced at zero Priced at zero (lack of annual financial statements for the last 7 financial years including the financial statements for the year-ended 31 December 2019; last available Unlisted companies, in financial statements are those for the year-ended 31 World Trade Hotel SA 17,912 19/Jul/2005 17,912 0.0000 0.00 19.90% 0.0000% 0.0000% function December 2012) Unlisted companies, in Fair value / share (Value based on valuation report as at Zirom SA 7,542,083 28/Jun/2007 75,208,072 3.2994 24,884,348.65 100.00% 0.2157% 0.2177% function 31 October 2020)
Total 174,379,227 4,613,202,769 8,499,052,162.53 73.6827% 74.3662% Legend: * = where the date of acquisition is shown as earlier than Fondul Proprietatea's date of incorporation (28 December 2005), the date of acquistion refers to the date of publishing in the Official Gazette of Law no. 247 / 19 July 2005, which determined that these investments would be transferred to Fondul Proprietatea on its future incorporation. ** = The acquisition price includes the initial value of Fondul Proprietatea's final portfolio of shares contributed by the Romanian State in December 2005 and June 2007 determined based on the valuation performed in October 2007 by an independent valuer (Finevex SRL Constanta) and the subsequent subscriptions to share capital increase of portfolio companies, if the case, (respectively the contribution in cash) less the disposals (if the case). Fondul Proprietatea did not perform any acquisition of unlisted shares from its incorporation date until now. The acquisition price does not include the bonus shares received by Fondul Proprietatea (following the share capital increase of portfolio companies) proportionally to its holding as these do not qualify as cost in accordance with the IFRS basis of accounting. *** = company resulting from the merger of CN "Aeroportul International Henri Coanda - Bucuresti" S.A. and S.N. "Aeroportul International Bucuresti Baneasa - Aurel Vlaicu" S.A. **** = company resulting from the merger of Complexul Energetic Turceni S.A., Complexul Energetic Craiova S.A., Complexul Energetic Rovinari S.A., Societatea Nationala a Lignitului Oltenia S.A.
Fondul Proprietatea SA Statement of Assets and Obligations as at 30 June 2021, prepared in accordance with CNVM Regulation 4/2010 3 Fondul Proprietatea SA Bonds or other debt instruments issued or guaranteed by the state or central public administration authorities Government bonds Market price / Cumulated Reference Stake in Stake in No. of Date of Coupon Daily Cumulated discount/ composite FP total FP net Issuer ISIN code instruments acquisition date Due Date Initial Value interest interest premium price Current value assets asset Valuation method Fair value (reference composite price Ministry of Finance RO1821DBN052 15,000 22/Jan/2021 27/Oct/2021 27/Oct/2021 75,000,000.00 8,219.18 2,030,136.99 - 100.8082% 77,636,286.99 0.6731% 0.6793% published by Markit, including the cumulated interest)
Total 2,030,136.99 77,636,286.99 0.6731% 0.6793%
Bank deposits Stake in Fondul Stake in Fondul Proprietatea total Proprietatea net Name of the bank Starting date Maturity date Initial value Daily interest Cumulative interest Current value asset asset Evaluation method UniCredit Tiriac Bank 17/Jun/2021 1/Jul/2021 105,200,000.00 2,191.66 30,683.33 105,230,683.33 0.9123% 0.9208% CITI Bank 17/Jun/2021 1/Jul/2021 105,200,000.00 2,045.56 28,637.78 105,228,637.78 0.9123% 0.9207% Bank deposit value cumulated with the daily related ING BANK 24/Jun/2021 1/Jul/2021 103,500,000.00 2,012.50 14,087.50 103,514,087.50 0.8974% 0.9057% interest for the period from starting date BRD Groupe Société Générale 30/Jun/2021 7/Jul/2021 89,400,000.00 1,490.00 1,490.00 89,401,490.00 0.7751% 0.7823% BRD Groupe Société Générale 30/Jun/2021 1/Jul/2021 11,902,129.00 115.72 115.72 11,902,244.72 0.1032% 0.1041% Total 415,202,129.00 415,277,143.33 3.6003% 3.6336%
Evolution of the net asset and the net asset unitary value in the last 3 years
31 December 2019 31 December 2020 30 June 2021 Net Asset 11,871,445,439.59 10,266,911,904.10 11,428,655,132.99 NAV/share 1.7339 1.6974 1.9309
Franklin Templeton International Services S.à r.l acting in its capacity of alternative investment BRD Groupe Societe Generale fund manager of Fondul Proprietatea SA
Johan Meyer Victor Strâmbei Permanent representative Manager Depositary Department
Fondul Proprietatea SA Statement of Assets and Obligations as at 30 June 2021, prepared in accordance with CNVM Regulation 4/2010 4 FONDUL PROPRIETATEA SA
Annex 3
Statement of persons responsible Provisions of Accounting Law no. 82/1991, Art.30 and FSA Regulation no. 5/2018, Art.223, par. A (1), letter c
The semi-annual report for the six-month period ended 30 June 2021 prepared for: Entity: Fondul Proprietatea SA Address: Bucharest, District 1, 76–80, Buzeşti Street, 7th Floor Trade Registry Number: J40/21901/28.12.2005 Form of property: 22 (joint ownership with public capital under 50%, domestic and foreign public and private capital companies) CAEN code and name: 6430 “Trusts, funds and similar financial entities” Sole Registration Code: 18253260 The undersigned, Johan Meyer, Permanent Representative with Franklin Templeton International Services S.à r.l as Sole Director of Fondul Proprietatea SA, and Cadaru Catalin, Financial reporting manager, undertake the responsibility for the preparation of the semi-annual financial reporting as at 30 June 2021 and confirm that: a) the accounting policies used for the preparation of the semi-annual financial statements are in compliance with the applicable accounting regulations; b) the semi-annual financial statements give a true and fair view of the financial position and performance (including the assets, liabilities and profit or loss) and of other information regarding the business conducted; c) the company is conducting its business on a going concern basis; d) the Semi-annual Report of Franklin Templeton International Services S.à r.l regarding the management and administration of Fondul Proprietatea SA for the six-month period ended as at 30 June 2021, includes an accurate overview of the developments and performance of Fondul Proprietatea SA, as well as a description of the main risks and uncertainties related to the business.
Johan Meyer Permanent Representative Franklin Templeton International Services S.à r.l. acting in the capacity of Sole Director of Fondul Proprietatea SA
Catalin Cadaru Financial Reporting Manager Franklin Templeton International Services S.à r.l. acting in the capacity of Sole Director of Fondul Proprietatea SA
Semi-Annual Report for the six-month period ended 30 June 2021 1 Fondul Proprietatea SA Premium Point (7th Floor) 78-80 Buzesti Street, 1st District Bucharest 011017 Romania